20240808Notice of Affiliate Transaction.pdf

RECEIVED
Thursday,August 8,2024
IDAHO PUBLIC
UTILITIES COMMISSION
Pacific Power Timothy K. Clark
PAC I F I CORP.
Rocky Mountain Power Assistant General Counsel
1407 W.North Temple,Suite 320
Salt Lake City, UT 84116
801-220-4565 Office
[e-mail]
VIA ELECTRONIC FILING
August 8, 2024
Idaho Public Utilities Commission
11331 West Chinden Boulevard
Building 8 Suite 201A
Boise, Idaho 83714-1021
Attention: Commission Secretary
Re: PacifiCorp Notice of Affiliate Transaction—PacifiCorp and BNSF Railway Company
Case No. PAC-E-05-8
Pursuant to Commitment 1 17(2), incorporated in the Idaho Public Utilities Commission
Order No. 29973,issued February 13,2006,as supplemented by Order No. 29998 March 14,2006,
in the above-referenced proceeding, approving the acquisition of PacifiCorp by MidAmerican
Energy Holdings Company (now Berkshire Hathaway Energy Company), PacifiCorp hereby
provides notice of affiliated interest transactions with the BNSF Railway Company (`BNSF").
PacifiCorp is a wholly-owned indirect subsidiary of Berkshire Hathaway Energy Company
(`BHE"),which is a subsidiary of Berkshire Hathaway Inc. BNSF is also a subsidiary of Berkshire
Hathaway Inc., thus creating an affiliated interest relationship between PacifiCorp and BNSF.
PacifiCorp has entered into the following described agreements ("Licenses") with BNSF
pertaining to electric supply lines or communication lines that run across or along railway property.
These transactions serve the public interest since by obtaining them PacifiCorp can meet its
obligation to provide safe and reliable electric service by performing necessary work. BNSF uses
standardized pricing for these types of Licenses, and as the property owner, BNSF is the only
entity that can grant the Licenses to PacifiCorp. Verified copies of the proposed Licenses are
included with this Notice as Attachments A through E.
#22W-13618 permits PacifiCorp to construct and maintain an electric supply line
containing a maximum of three (3) new conductors, six (6) existing conductors,
and one (1) new neutral line together with its supporting or containing structures
(collectively, the "Electric Supply Line"), across or along BNSF's rail corridor at
or near the station of Klamath Falls, County of Klamath, State of Oregon, Line

Segment 0640, Mile Post 1.41 to 2.09. PacifiCorp will pay $24,196.39 for the 25-
year License, which includes the application fee, permit fee and insurance, and an
annual sum of$23,044.19. PacifiCorp is also to reimburse all costs and expenses
BNSF incurs as noted in the License. The work is necessary to complete the work
in upgrading the Company's existing 69 kilovolt transmission line between the
Klamath Falls and Snow Goose substations.
#23W-19060 permits PacifiCorp to construct and maintain an electric supply line
containing a maximum of one(1)new neutral line and three(3)existing conductors,
together with its supporting or containing structures (collectively, the `Electric
Supply Line"), across or along BNSF's rail corridor at or near the station of
Tangent, County of Linn, State of Oregon, Line Segment 0442, Mile Post 106.35.
PacifiCorp will pay $6,273.00 for the 25-year License, which includes the
application fee, annual permit fee, and insurance. This work is crucial to replace a
pole and to reconductor overhead wire that crosses BNSF tracks on facilities at or
near the Tangent station.
#24W-19976 permits PacifiCorp to construct and maintain an electric supply line
containing a maximum of three (3) conductors and one (1) new Fiber Wireline
(communication fiber) solely working together, along with its supporting or
containing structures (collectively, the "Electric Supply Line"), across or along
BNSF's rail corridor at or near the station of Wallula Junction, County of Walla
Walla, State of Washington, Line Segment 0451, Mile Post 6.31. PacifiCorp will
pay $6,357 for the 25-year License, which includes the application fee, permit fee,
and insurance. This work will add needed overhead fiber line to the BNSF crossing
at or near the Wallula Junction station.
#24W-20269 permits PacifiCorp to construct and maintain an electric supply line
containing a maximum of three(3)conductors and one(1)neutral wireline,together
with its supporting or containing structures (collectively, the `Electric Supply
Line"), across or along BNSF's rail corridor at or near the station of Bend, County
of Deschutes, State of Oregon, Line Segment 0053, Mile Post 149.17. PacifiCorp
will pay $13,506.00 for the 25-year License, which includes the application fee,
annual permit fee, insurance and a rush charge. This work will facilitate
construction over BNSF tracks at or near the Bend station to provide primary
electrical service to a new customer.
#24W-20317 permits PacifiCorp to construct and maintain a communication line,
television cable, and/or fiber optic line containing a maximum of one (1) conduit,
together with all conductors and their supporting or containing structures
(collectively, the "Communication Line"), across or along BNSF's rail corridor at
or near the station of Wallula, County of Walla Walla, State of Washington, Line
Segment 0451, Mile Post 0.72. PacifiCorp will pay$6,374 for the 20-year License,
which includes the application fee, permit fee, and insurance. This work is needed
to add the vital Communication Line to the BNSF crossing facilities at or near the
Wallula station.
2

Please do not hesitate to contact me if you have any questions.
Sincerely,
Timothy K. Clark
Assistant General Counsel
PacifiCorp
Enclosures:
Attachment A.pdf
Attachment B.pdf
Attachment C.pdf
Attachment D.pdf
Attachment E.pdf
3

ATTACHMENT A
to
PacifiCorp Notice of Affiliate Transaction

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
JLL Jones Lang LaSalle Brokerage,Inc.
2650 Lou Menk Drive—M0B2
Fort Worth,TX 76131
817-352-1035
June 19, 2024
PacifiCorp 22W-13618
Attention: Mr. Imogen Taylor
825 NE Multnomah Street, Suite 1700
Portland, OR 97232
Dear Mr. Taylor:
Enclosed please find one(1) fully executed Electric License Agreement. A copy of the executed agreement must
be available upon request at the job site as authorization to do the work. Please contact BNSF's Scheduling
Agent at wilsoncomnanu utility,ic(&wilsonco.com or 816-556-3624 at least fifteen (15)days in advance of entry
and BEFORE YOU DIG, CALL [phone](option 1).
Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the premises
completes the safety orientation program at the website www.BNSFcontractor.com prior to entering upon the
premises. The certification is good for one year, and each person entering the premises must possess the card
certifying completion.
No encroachment above, below or on BNSF Right-of-Way will be allowed without the presence of an Inspector
Coordinator and Flagman. You must contact BNSF's Scheduling Agent to arrange for those services. The
scheduling agent maybe contacted at wilsoncompanv.utility.ickwilsonco.com or 816-556-3624. The installation
contractor must comply with all applicable sections of this agreement, including the requirements of section 16
regarding safety requirements prior to encroaching on BNSF Right-of-Way. The installation contractor must
present and maintain a copy of the executed agreement on site for the duration of the installation activities.
Please note that a copy of the executed agreement must be available upon request at job site(s) allowing
authorization to do the work.
If you need additional information,please contact me at(817) 352-1035.
Sincerely,
Katie Robles
Manager Permits
Enclosure
cc: wilsoncompanv.utility.ic(&wilsonco.com
Glenn Monti - BNSF Roadmaster—[e-mail]
Elias Esparza—BNSF Engineer—[e-mail]

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
Tracking#22W-13618
LICENSE FOR ELECTRIC SUPPLY LINE
ACROSS OR ALONG RAILWAY PROPERTY
(Electric Light, Power Supply, Irrespective of Voltage, Overhead or Underground)
THIS LICENSE FOR ELECTRIC SUPPLY LINE ("License") is made to be effective June 21, 2024
(the "Effective Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and
PACIFICORP, an Oregon corporation ("Licensee").
In consideration of the mutual covenants contained herein, the parties agree to the following:
GENERAL
1. Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and
estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other
encumbrances, and upon the terms and conditions set forth below, to construct and maintain, in strict accordance
with the drawings and specifications approved by Licensor as part of Licensee's application process(the"Drawings
and Specifications"), an electric supply line containing a maximum of Three (3) new conductors, Six (6) existing
conductors, and One (1) new neutral line, together with its supporting or containing structures (collectively, the
"Electric Supply Line"), across or along Licensor's rail corridor at or near the station of Klamath Falls, County of
Klamath, State of Oregon, Line Segment 0640, Mile Post 1.41 to 2.09 as shown on the attached Drawing No. 84304,
dated October 7, 2023, attached hereto as Exhibit"A" and incorporated herein by reference (the "Premises").
2. Term. This License shall commence on the Effective Date and shall continue for a period of twenty-five (25)years,
subject to prior termination as hereinafter described.
3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees,
licensees, easement beneficiaries or lien holders, if any, or interfere with the use, repair, maintenance or
replacement of such improvements.
4. Use of the Premises. Licensee shall use the Premises solely for construction, maintenance, and use of the Electric
Supply Line in accordance with the Drawings and Specifications. Licensee shall not use the Premises for any other
purpose and Licensee is expressly prohibited from using or allowing any telecommunication facilities or equipment
within the Premises or using or allowing the use of the Premises for any other purpose.
5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or
permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without
Licensor's prior written consent.
COMPENSATION
6. License Fee.
A. Licensee shall pay Licensor, as compensation for this license, the sum of Twenty-Two Thousand Three Hundred
Seventy-Three and No/100 Dollars ($22,373.00) for the first year this License is in effect, and the annual sum of Twenty
Three Thousand Forty-Four Dollars and Nineteen Cents ($23,044.19) payable annually and in advance ("Base License
Fee"). Such Base License Fee shall be subject to a minimum annual escalation of three (3)percent on the anniversary date
of the Effective Date of this License. Licensor may, in its sole discretion, adjust the Base License Fee annually to reflect a
then current fair market rental value. "Fair market rental value"for purposes of this Section 3 shall mean the market rental
rate, per square foot, multiplied by the number of square feet contained in the Premises, in effect for comparable premises
and improvements the county in which the Premises are located. Billing or acceptance by Licensor of any rental shall not
imply a definite term or otherwise restrict either party from canceling this License as provided herein. Either party hereto
may assign any receivables due it under this License; provided, however, such assignments shall not relieve the assignor
of any of its rights or obligations under this License. All rent and other monetary payments under this License from Licensee
to Licensor shall be delivered solely to the following address:
-1 - Form 421; Rev.20200605

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BNSF Railway Company
P.O. Box 676160
Dallas, Texas 75267-6160
Licensor shall have the right to designate at any time and from time to time a different address for delivery of such payments
by written notice to Licensee pursuant to the notice provisions of Section 36 below. No rent or other payment sent to any
other address shall be deemed received by Licensor unless and until Licensor has actually posted such payment as received
on the account of Licensee, and Licensee shall be subject to all default provisions hereunder, late fees and other
consequences as a result thereof in the same manner as if Licensee had failed or delayed in making any payment.
B. Licensee acknowledges that Licensor utilizes the rental collection system involving direct deposit of monies
received through a financial institution selected by Licensor, which precludes Licensor's ability to exercise rejection of a
rental payment before Licensee's check is cashed. Licensee agrees that as a condition of Licensor granting this License
Licensee hereby waives any rights it may have under law to force continuation of this License due to Licensor having
accepted and cashed Licensee's rental remittance. Licensor shall have the option of rejecting Licensee's payment by
refunding to Licensee the rental amount paid by Licensee, adjusted as set forth in this License,and enforcing the termination
provisions of this License.
C. Licensee shall pay the Base License Fee and all additional amounts due pursuant to Section 9 as and when
the same become due and payable, without demand, set-off, or deduction. Licensee's obligation to pay Base License Fee
and all amounts due under this License is an independent covenant and no act or circumstance, regardless of whether such
act or circumstance constitutes a breach under this License by Licensor, shall release Licensee of its obligation to pay Base
License Fee and all amounts due as required by this License.
D. If any Base License Fee or any payment under Section 9 or any other payment due by Licensee hereunder
is not paid within five (5) days after the date the same is due, Licensor may assess Licensee a late fee ("Late Fee") in an
amount equal to 5% of the amount which was not paid when due to compensate Licensor for Licensor's administrative
burden in connection with such late payment. In addition to said Late Fee, Licensee shall pay interest on the unpaid sum
from the due date thereof to the date of payment by Licensee at an annual rate equal to (i) the greater of(a)for the period
January 1 through June 30, the prime rate last published in The Wall Street Journal in the preceding December plus two
and one-half percent (2 1/2%), and for the period July 1 through December 31, the prime rate last published in The Wall
Street Journal in the preceding June plus two and one-half percent(2 1/2%),or(b)twelve percent(12%),or(ii)the maximum
rate permitted by law, whichever is less.
7. Costs and Expenses.
7.1 For the purpose of this License, "cost" or"costs" and "expense" or "expenses" includes, but is not limited
to, actual labor and material costs including all assignable additives, and material and supply costs at
current value where used. The Licensor's estimated cost is $113,719.00 as shown on Exhibit B attached
hereto and incorporated herein by reference. Licensor's foregoing estimate and any subsequent estimate
provided by Licensor shall not be a limitation to the amount Licensee shall reimburse to Licensor.
7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and
expenses incurred by Licensor in connection with Licensee's use of the Premises or the presence,
construction and maintenance of the Electric Supply Line, including but not limited to the furnishing of
Licensor's flaggers and any vehicle rental costs incurred, inspection coordination, safety, mobilization
and/or other observation services described in this License (collectively, the "Services"). Licensee shall
bear the cost of the Services when deemed necessary by Licensor's representative. Flagging costs shall
include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-
half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays
(as applicable); railway and unemployment insurance; public liability and property damage insurance;
health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor
or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may
increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to
calculate the flagging costs pursuant to this Section 7.
-2- Form 421; Rev.20200605

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
Tracking#22W-13618
7.3 Licensor, at its sole discretion, may elect to designate a third party (the "Scheduling Agent"), to perform
and/or arrange for the performance of the Services.
8. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies
due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum
from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last published in The Wall
StreetJournal in the preceding December plus two and one-half percent(2-1/2%),or(ii)the maximum rate permitted
by law.
LICENSOR'S RESERVED RIGHTS
9. Reserved Rights of Use. Licensor excepts and reserves the right,to be exercised by Licensor and any other parties
who may obtain written permission or authority from Licensor:
9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication
pipe/lines/cables and appurtenances (other than the Electric Supply Line) and other facilities or structures
of like character upon, over, under or across the Premises existing as of the Effective Date;
9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities,
structures and related appurtenances upon, over, under or across the Premises; or
9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor
uses all commercially reasonable efforts to avoid material interference with the use of the Premises by
Licensee for the purpose specified in Section 4 above.
10. Right to Require Relocation. If at any time during the term of this License, Licensor desires the use of its rail corridor
in such a manner as would, in Licensor's reasonable opinion, be interfered with by the Electric Supply Line, Licensee
shall, at its sole expense, within thirty (30) days after receiving written notice from Licensor to such effect, make
such changes in the Electric Supply Line as in the sole discretion of Licensor may be necessary to avoid interference
with the proposed use of Licensor's rail corridor, including, without limitation, the relocation of the Electric Supply
Line, or the construction of a new electric line to replace the Electric Supply Line. Notwithstanding the foregoing,
Licensee agrees to make all emergency changes and minor adjustments, as determined by Licensor in its sole
discretion, to the Electric Supply Line promptly upon Licensor's request.
LICENSEE'S OPERATIONS
11. Construction and Maintenance of the Electric Supply Line.
11.1 Licensee shall not enter the Premises or commence construction unless accompanied by Licensor's
representative, the Scheduling Agent or its designee. Licensee shall notify Licensor's Roadmaster, Glenn
Monti at [e-mail], telephone [phone], at least ten (10) business days prior to
installation of the Electric Supply Line and prior to entering the Premises for any subsequent maintenance
thereon. In the event of emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises
at the telephone number above as soon as practicable and shall promptly thereafter follow up with written
notice of such entry.
11.2 Licensee's on-site supervisors shall retain/maintain a fully executed copy of this License at all times while
on the Premises.
11.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks
to the other.
11.4 Any contractors or subcontractors performing work on the Electric Supply Line or entering the Premises on
behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License.
-3- Form 421; Rev.20200605

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
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11.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity
using mechanized equipment and/or machinery,or place or store any mechanized equipment,tools or other
materials,within twenty-five(25)feet of the centerline of any railroad track on the Premises unless Licensee
has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all
activities on and about the Premises, including without limitation all construction and maintenance of the
Electric Supply Line, in such a manner and of such materials as not at any time to endanger or interfere
with (i) the existence or use of present or future tracks, roadbeds, or property of Licensor, (ii) the safe
operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. If
ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition,
Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that
Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature
thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe.
Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the
liability allocation provided by this License.
11.6 Licensee shall, at its sole cost and expense, construct and maintain the Electric Supply Line in such a
manner and of such material that the Electric Supply Line will not at any time endanger or interfere with (i)
the existence or use of present or future tracks, roadbeds, or property of Licensor, (ii) the safe operation
and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. The
construction of the Electric Supply Line shall be completed within one (1) year of the Effective Date, and
any subsequent maintenance shall be completed within one (1) year of initiation. Within fifteen (15) days
after completion of the construction of the Electric Supply Line or the performance of any subsequent
maintenance thereon, Licensee shall, at Licensee's own cost and expense, restore the Premises to
substantially their state as of the Effective Date, unless otherwise approved in advance by Licensor in
writing. On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost
and expense, surrender the Premises to Licensor pursuant to the terms and conditions set forth in Section
24 hereof.
11.7 Licensor may direct one or more of its field engineers or inspectors to observe or inspect the construction
and/or maintenance of the Electric Supply Line at any time for compliance with the Drawings and
Specifications and Legal Requirements (defined below). Licensee shall reimburse Licensor for the cost of
such observation or inspection related services pursuant to Section 8. If ordered at any time to halt
construction or maintenance of the Electric Supply Line by Licensor's personnel due to non-compliance
with the Drawings and Specifications or any other hazardous condition, Licensee shall immediately do so.
Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to
observe or inspect, or to halt work on, the Electric Supply Line, it being solely Licensee's responsibility to
ensure that the Electric Supply Line is constructed and maintained in strict accordance with the Drawings
and Specifications and in a safe and workmanlike manner in compliance with all terms hereof. Neither the
exercise of, nor the failure by Licensor to exercise, any right granted by this Section will alter in any way
the liability allocation provided by this License. If at any time Licensee shall, in the sole judgment of
Licensor, fail to properly perform its obligations under this Section 11, Licensor may, at its option and at
Licensee's sole expense, arrange for the performance of such work as it deems necessary for the safety of
its operations and activities. Licensee shall promptly reimburse Licensor for all costs and expenses of such
work, pursuant to the terms of Section 8. Licensor's failure to perform any obligations of Licensee shall
not alter the liability allocation hereunder.
11.8 Licensee shall, at its sole cost and expense, construct and at all times maintain the Electric Supply Line in
accordance with the National Electric Safety Code.
11.9 If the operation or maintenance of the Electric Supply Line at any time causes interference, including but
not limited to physical interference from electromagnetic induction, electrostatic induction, or from stray or
other currents, with the facilities of Licensor or of any lessee or licensee of Licensor, or in any manner
interfere with the operation, maintenance, or use by Licensor of its right-of-way, tracks, structures, pole
lines, signal and communication lines, radio, or other equipment, devices, other property or appurtenances
thereto, Licensee agrees immediately to make such changes in the Electric Supply Line and furnish such
protective devices and/or replacement equipment to Licensor and its lessees or licensees as shall be
-4- Form 421; Rev.20200605

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
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necessary, in the judgment of Licensor's representative, to eliminate such interference. The cost of such
protective devices and their installations shall be borne solely by Licensee. If any of the interference
covered by this Section 11.9 shall be, in the judgment of Licensor, of such importance to the safety of
Licensor's operations as to require immediate corrective action, Licensee, upon notice from Licensor, shall
either, at Licensor's election, cease using the Electric Supply Line for any purpose whatsoever and remove
same, or reduce the voltage or load on the Electric Supply Line, or take such other interim protective
measures as Licensor may deem advisable, until the protective devices and/or replacement equipment
required by this Section 11.9 have been installed, put in operation, tested, and found to be satisfactory to
correct the interference. Any protective device installed pursuant to this section or otherwise required by
the License shall be maintained, repaired, or replaced, as determined in Licensor's sole discretion for the
duration of the Term or the life of the protective device, whichever is longer. Licensee must install the
protective devices identified in section 6.1 of the attached Klamath Falls—Snow Goose Transmission Line
Upgrade BNSF Railroad AC Interference Analysis, as detailed in Exhibit "C" attached hereto and
incorporated herein as if set out verbatim.
11.10 Licensee shall, at its sole cost and expense, remove all combustible material from around wooden poles
on the Premises, if any, and will at all times keep the space around such poles free of such material, and if
removal of such combustible material shall not be attended to with fifteen (15) days after having been
requested by Licensor to do so, Licensor shall have the right itself to perform the work and Licensee hereby
agrees to reimburse Licensor for the expense so incurred.
12. Boring and Excavation.
12.1 Prior to Licensee conducting any boring,excavation,or similar work on or about any portion of the Premises,
Licensee shall contact the applicable State's call-before-you-dig utility location service to have 3rd parties
mark the location of utilities. Licensee shall explore the proposed location for such work with hand tools to
a depth of at least three (3) feet below the surface of the ground to determine whether pipelines or other
structures exist below the surface, provided, however, that in lieu of the foregoing hand-tool exploration,
Licensee shall have the right to use suitable detection equipment or other generally accepted industry
practice (e.g., consulting with the State Infrastructure Corporation) to determine the existence or location
of pipelines and other subsurface structures prior to drilling or excavating with mechanized equipment.
Licensee shall request information from Licensor concerning the existence and approximate location of
Licensor's underground lines, utilities, and pipelines at or near the vicinity of the proposed Electric Supply
Line by contacting Licensor's Telecommunications Helpdesk, currently at 1-800-713-3599 (option 1), at
least ten (10) business days prior to installation of the Electric Supply Line. Upon receiving Licensee's
timely request, Licensor will provide Licensee with the information Licensor has in its possession regarding
any existing underground lines, utilities, and pipelines at or near the vicinity of the proposed Electric Supply
Line and, if applicable, identify the location of such lines on the Premises pursuant to Licensor's standard
procedures. Licensor does not warrant the accuracy or completeness of information relating to subsurface
conditions of the Premises and Licensee's operations will be subject at all times to the liability provisions
herein.
12.2 For all bores greater than 26-inch diameter and at a depth less than 10.0 feet below bottom of rail, a soil
investigation must be performed by Licensee and reviewed by Licensor prior to construction. This study is
to determine if granular material is present, and to prevent subsidence during the installation process. If
the investigation determines in Licensor's reasonable opinion that granular material is present, Licensor
may select a new location for Licensee's use, or may require Licensee to furnish for Licensor's review and
approval, in Licensor's sole discretion, a remedial plan to deal with the granular material. Once Licensor
has approved any such remedial plan in writing, Licensee shall, at Licensee's sole cost and expense, carry
out the approved plan in accordance with all terms thereof and hereof.
12.3 Any open hole, boring,orwell constructed on the Premises by Licensee shall be safely covered and secured
at all times when Licensee is not working in the actual vicinity thereof. Following completion of that portion
of the work, all holes or borings constructed on the Premises by Licensee shall be:
12.3.1 filled in to surrounding ground level with compacted bentonite grout; or
-5- Form 421; Rev.20200605

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12.3.2 otherwise secured or retired in accordance with any applicable Legal Requirement. No excavated
materials may remain on Licensor's property for more than ten (10) days, but must be properly
disposed of by Licensee in accordance with applicable Legal Requirements.
LIABILITY AND INSURANCE
13. Liability and Indemnification.
13.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies,
partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and
agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes
of action, suits, demands, judgments, and expenses (including, without limitation, court costs, reasonable
attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs)
environmental or otherwise; and (c) "Licensee Parties" means Licensee and Licensee's officers, agents,
invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them,
or any party they control or exercise control over.
13.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS
CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR,
FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO (IN WHOLE OR
IN PART):
13.2.1 THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL PROVISIONS,
13.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE,
13.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES,
13.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR
CONTRIBUTED TO BY LICENSEE, OR
13.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY.
13.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES, AND
WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL
CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A GENERATOR,
OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS
AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS (DEFINED BELOW). NOTHING IN
THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S
COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY
AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S
COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND
DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS
LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES
AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR
THE ENVIRONMENTAL CONDITION OF THE PREMISES.
13.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF
ANY INDEMNITEE,TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL,AND SHALL
CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES
HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE
OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF
EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS
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THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE
LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE
RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL
STATUTE.
13.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES
ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM
OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR
STRICT LIABILITY OF ANY INDEMNITEE.
13.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other
proceeding brought against any Indemnitee by any entity, relating to any matter covered by this License for
which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee.
Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable
attorneys'fees, investigators'fees, litigation and appeal expenses, settlement payments, and amounts paid
in satisfaction of judgments.
14. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES,
EQUIPMENT,OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY,
AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF,WHETHER OR
NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
15. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the term of this License the
following insurance coverage:
15.1 Commercial General Liability"CGL" Insurance.
a. The policy will provide a minimum of $2,000,000 per occurrence and an aggregate limit of at least
$4,000,000 but in no event will the coverage be in an amount less than the amount otherwise carried
by Licensee. Coverage must be purchased on a post 2004 ISO occurrence form or equivalent and
include coverage for, but not limited to, the following:
■ Bodily Injury and Property Damage
■ Personal Injury and Advertising Injury
■ Fire legal liability
■ Products and completed operations
■ Contractual Liability for an "Insured Contract" consistent with the definition under the standard ISO
general liability policy form.
b. This policy will include the following endorsements or language,which shall be indicated on or attached
to the certificate of insurance:
■ The definition of"Insured Contract"will be amended to remove any exclusion or other limitation for
any work being done within 50 feet of Licensor's property;
■ Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle
Brokerage, Inc.to include coverage for ongoing operations and completed operations;
■ Separation of insureds;
■ The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
c. The parties agree that the workers' compensation and employers' liability related exclusions in the CGL
policy(s) are intended to apply to employees of the policyholder and will not apply to Licensor's
employees.
d. No other endorsements that limit coverage with respect to Licensee's obligations under this agreement
may be included on the policy.
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15.2 Business Automobile Insurance
a. The insurance will provide minimum coverage with a combined single limit of at least $1,000,000 per
accident, and include coverage for, but not limited to the following:
■ Bodily injury and property damage.
■ Any and all vehicles owned, used or hired.
b. The policy will include the following endorsements or language, which will be indicated on or attached
to the certificate of insurance:
■ Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor;
■ Separation of insureds;
■ The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
15.3 Workers' Compensation and Employers' Liability Insurance
a. The policy will provide coverage of all employees performing any part of the work or services
including coverage for, but not limited to:
■ Licensee's statutory liability under the workers'compensation laws of the state(s)in which the work
or services are to be performed. The policy will cover all of Licensee's employees, regardless of
whether such coverage is optional under the law of that state(s).
■ Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease
policy limit, $500,000 by disease each employee.
b. The policy will include contain the following endorsements or language, which shall be indicated on or
attached to the certificate of insurance:
■ Waiver of subrogation in favor of and acceptable to Licensor.
15.4 Railroad Protective Liability Insurance. The policy will name only Licensor as the Insured and will provide
coverage of at least$2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained
under this policy shall only be effective during the initial installation and/or construction of the Electric Supply
Line. THE CONSTRUCTION OF THE ELECTRIC SUPPLY LINE SHALL BE COMPLETED WITHIN ONE
(1) YEAR OF THE EFFECTIVE DATE. If further maintenance of the Electric Supply Line is needed at a
later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy will be
issued on a standard ISO form CG 00 35 12 04 and include the following:
■ Endorsed to include the Pollution Exclusion Amendment.
■ Endorsed to include the Limited Seepage and Pollution Endorsement.
■ Endorsed to remove any exclusion for punitive damages.
■ Endorsed to include Evacuation Expense Coverage Endorsement.
■ No other endorsements restricting coverage may be added.
■ The original policy must be provided to Licensor and Licensee shall not perform any work or services
of any kind under this agreement until Licensor has reviewed and approved the policy.
■ The definition of"Physical Damage to Property"will be endorsed to read: "means direct and accidental
loss of or damage to all property owned by any named insured and all property in any named insured's
care, custody and control (including, but not limited to rolling stock and their contents, mechanical
construction equipment or motive power equipment, railroad tracks, roadbeds, catenaries, signals,
tunnels, bridges and buildings) arising out of the acts or omissions of the contractor named on the
Declarations."
In lieu of providing a Railroad Protective Liability Policy,for a period of one (1)year from the Effective Date,
Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to
Licensee or its contractor. The limits of coverage are the same as above. The cost is $995.39.
V Licensee elects to participate in Licensor's Blanket Policy;
❑ Licensee declines to participate in Licensor's Blanket Policy.
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15.5 Other Requirements:
15.5.1 Where allowable by law, no exclusion for punitive damages may be included in any policy.
15.5.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against
Licensor. In addition, Licensee's insurers, through the terms of the policy or policy endorsement,
waive their right of subrogation against Licensor for all claims and suits. Licensee further waives
its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss
of Licensee's owned or leased property or property under Licensee's care, custody, or control.
15.5.3 Allocated Loss Expense, including but not limited to defense costs and expenses,will be in addition
to all policy limits for coverage under the insurance requirements.
15.5.4 Licensee is not allowed to self-insure without the prior written consent of Licensor. If Licensor
allows Licensee to self-insure, Licensee shall directly cover any self-insured retention or other
financial responsibility for claims in lieu of insurance. Any and all Licensor liabilities that would
otherwise be covered by Licensee's insurance in accordance with the provisions of this agreement,
will be covered as if Licensee elected not to include a self-insured retention or other financial
responsibility for claims.
15.5.5 Prior to entering the Premises or commencing the services or work, Licensee shall furnish to
Licensor an acceptable certificate(s)of insurance from an authorized representative evidencing the
required coverage(s), endorsements, and amendments.
15.5.6 Licensee shall notify BNSF in writing at least 30 days prior to any cancellation, non-renewal,
substitution or material alteration of any insurance requirement.
15.5.7 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or
with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in
the state(s) in which the service is to be provided.
15.5.8 If the coverage provided by any of the insurance policies required by this agreement is purchased
on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of
three years after expiration, cancellation or termination of this agreement.
15.5.9 Licensee agrees to provide evidence to Licensor that it has the required coverage in place at least
annually or in the event of a renewal or material change of coverage.
15.5.10 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance
agent(s)/broker(s), and that Licensee has instructed them to procure the insurance coverage
required by this License.
15.5.11 Not more frequently than once every five years, Licensor may, at its discretion, reasonably modify
the insurance requirements to reflect the then-current risk management practices in the railroad
industry and underwriting practices in the insurance industry.
15.5.12If Licensee will subcontract any portion of the operation, Licensee shall require that the
subcontractor provide and maintain insurance coverage(s)as set forth herein, naming Licensor as
an additional insured. In addition, Licensee shall require that the subcontractor shall release,
defend and indemnify Licensee to the same extent and under the same terms and conditions as
Licensee is required to release, defend and indemnify Licensor under this agreement.
15.5.13 Failure to provide evidence as required by this section shall entitle, but not require, Licensor to
terminate this License immediately. Acceptance of a certificate that does not comply with this
section shall not operate as a waiver of Licensee's obligations hereunder.
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15.5.14 The fact that Licensee obtains insurance (including, without limitation, self-insurance) shall not
release or diminish Licensee's liabilities or obligations including,without limitation,the liabilities and
obligations under the indemnity provisions of the License. Damages recoverable by Licensor shall
not be limited by the amount of the required insurance coverage.
15.5.15 In the event of a claim or lawsuit involving Licensor arising out of this Agreement, Licensee will
make the policy covering such claims or lawsuits available to Licensor.
15.5.16 If Licensee maintains broader coverage and/or higher limits than the minimum
requirements in this Agreement, Licensor requires and shall be entitled to the broader coverage
and/or the higher limits. Any available insurance proceeds in excess of the specified minimum
limits of insurance and coverage shall be available to Licensor.
15.5.17 These insurance provisions are intended to be a separate and distinct obligation on the part of the
Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby
regardless of whether or not indemnity provisions are determined to be enforceable in the
jurisdiction in which the work or services performed under this License is performed.
15.5.18 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", "BNSF
Railway Company" and the subsidiaries, successors, assigns and affiliates of each.
COMPLIANCE WITH LAWS, REGULATIONS, AND ENVIRONMENTAL MATTERS
16. Compliance with Laws, Rules, and Regulations.
16.1 Licensee shall observe and comply with any and all applicable federal, state, local and tribal laws, statutes,
regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction
("Legal Requirements") relating to the construction, maintenance, and use of the Electric Supply Line and
the use of the Premises.
16.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of
Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees,
contractors, agents or invitees entering upon the Premises completes the safety orientation program at the
Website "www.BNSFcontractor.com" (the "Safety Orientation")within one year prior to entering upon the
Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors,
agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon
the Premises. Licensee must renew (and ensure that its contractors, agents or invitees, as applicable,
renew)the Safety Orientation annually.
16.3 Licensee shall obtain on or before the date it or its contractor enters the Premises, any and all additional
rights-of way, easements, licenses and other agreements relating to the grant of rights and interests in
and/or access to the Premises (collectively, the "Rights") and such other rights, licenses, permits,
authorizations, and approvals (including without limitation, any necessary local, state, federal or tribal
authorizations and environmental permits) that are necessary in order to permit Licensee to construct,
maintain, own and operate the Electric Supply Line and otherwise to perform its obligations hereunder in
accordance with the terms and conditions hereof.
16.4 Licensee shall either require that the initial stated term of each such Rights be for a period that does not
expire, in accordance with its ordinary terms, prior to the last day of the term of this License or, if the initial
stated term of any such Right expires in accordance with its ordinary terms on a date earlier than the last
day of the term of this License, Licensee shall, at its cost, exercise any renewal rights thereunder, or
otherwise acquire such extensions, additions and/or replacements as may be necessary, in order to cause
the stated term thereof to be continued until a date that is not earlier than the last day of the term of this
License.
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16.5 Upon the expiration or termination of any Right that is necessary in order for Licensee to own, operate or
use the Electric Supply Line in accordance with the terms and conditions of this License, this License
thereby shall automatically expire upon such expiration or termination of the Right.
17. Environmental.
17.1 Licensee shall strictly comply with all federal, state and local environmental Legal Requirements and
regulations in its use of the Premises, including, but not limited to,the Resource Conservation and Recovery
Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials
Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall
not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by
Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous
substances, as defined by Environmental Laws on or about the Premises.
17.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as
"hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state,
or local governmental agency or body on the Premises. Licensee agrees periodically to furnish Licensor
with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 17.2.
17.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at(800)832-5452
of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of
Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing
Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to
promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor
immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to
or otherwise cure such release or violation.
17.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in
any way with respect to the Electric Supply Line which occurred or may occur during the term of this
License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to
investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or
Licensor's right-of-way.
17.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known
to Licensee which create a risk of harm to persons, property or the environment and shall take whatever
action is necessary to prevent injury to persons, property, or the environment arising out of such conditions
or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any
obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request
for information regarding said conditions or activities.
DISCLAIMER OF WARRANTIES
18. No Warranties.
18.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS
LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR
IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR
OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST
BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
18.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS
OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED
HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S CONSTRUCTION,
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MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE ELECTRIC SUPPLY LINE WILL
VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES,
INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY
THIRD PARTY.
19. Disclaimer of Warranty for Quiet Enloyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES
NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO
COVENANT OF QUIET ENJOYMENT IS MADE.
20. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any
interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable
(i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid
in advance, or(ii)for any damages or costs Licensee sustains in connection with the eviction.
LIENS AND TAXES
21. Liens and Charges. Licensee shall promptly pay and discharge any and all liens arising out of any construction,
alterations or repairs done, suffered or permitted to be done by Licensee on the Premises. Licensor is hereby
authorized to post any notices or take any other action upon or with respect to the Premises that is or may be
permitted by law to prevent the attachment of any such liens to the Premises; provided, however, that failure of
Licensor to take any such action shall not relieve Licensee of any obligation or liability under this Section 21 or any
other Section of this License.
22. Taxes. Licensee shall pay when due any taxes, assessments or other charges (collectively, "Taxes") levied or
assessed by any governmental or quasi-governmental body upon the Electric Supply Line or any other
improvements constructed or installed on the Premises by or for Licensee (collectively, the "Improvements") or
any Taxes levied or assessed against Licensor or the Premises that are attributable to the Improvements.
DEFAULT, TERMINATION, AND SURRENDER
23. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide
evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be
events of default pursuant to which Licensor has the right to terminate as set forth below:
23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License
and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by
Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor
may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee.
Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if
Licensee fails to provide evidence of insurance as required in Section 15.
23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting
of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of
this License, Licensor may,at its option,terminate this License by serving five(5)days'notice of termination
upon Licensee.
23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this
License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability
to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to,
and not in limitation of, any other remedies that Licensor may have at law or in equity.
23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence
of insurance or occurrence of defaults as described above, this License may be terminated by either party,
at any time, by serving thirty(30)days'written notice of termination upon the other party. Such termination
shall not release either party hereto from any liability or obligation under the License, whether of indemnity
or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or
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thereafter in case by the terms of the License it is provided that anything shall or may be done after
termination hereof.
24. Surrender of the Premises.
24.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and
expense:
24.1.1 if so directed by Licensor in writing, remove the Improvements, the Electric Supply Line and all
appurtenances thereto, or, at the sole discretion of Licensor, appropriately decommission the
Electric Supply Line with a method satisfactory to Licensor;
24.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing
out of, or connected with Licensee's use of the Premises;
24.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and
24.1.4 leave the Premises in substantially the condition which existed as of the Effective Date or as
otherwise agreed to by Licensor.
24.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor
or if Licensee fails to complete its obligations under Section 24.1 above (the "Restoration Obligations"),
Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee
to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall
continue in effect until the Premises are surrendered and the Restoration Obligations are completed.
Neither termination nor expiration shall release Licensee from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date
of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration
Obligations are completed.
24.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such
termination of its tenancy, then Licensor may, at its election, either: (i) remove the Electric Supply Line and
the other Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty
(30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to
Licensee, take and hold the Electric Supply Line and the other Improvements and personal property as its
sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's
obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore.
Further, if Licensor has consented to the Electric Supply Line and the other Improvements remaining on
the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form
acceptable to Licensor conveying the Electric Supply Line and the other Improvements to Licensor for no
additional consideration.
MISCELLANEOUS
25. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and
be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each
such successor and assign was named a party to this License.
26. Assignment.
26.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest
herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of
Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted
assignment by Licensee in violation of this Section 26 shall be a breach of this License and, in addition,
shall be voidable by Licensor in its sole and absolute discretion.
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26.2 For purposes of this Section 26, the word "assign" shall include without limitation (a)any sale of the equity
interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale
own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity
interests of Licensee, (b)any sale of all or substantially all of the assets of(i) Licensee and (ii)to the extent
such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization,
recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any
reorganization, recapitalization, merger or consolidation following which the equity interest holders of
Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly
or indirectly, at least 50% of the combined voting power of the outstanding voting equity interests of
Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger
or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND
WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN
LICENSOR'S SOLE DISCRETION.
26.3 Notwithstanding the provisions of Section 26.1 above or anything contained in this License to the contrary,
if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of
the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"),
the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be
deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this
License, including but not limited to the obligation to comply with the provisions of Section 15 above
concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself,
its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any
nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related
to (in whole or in part) a Purported Assignment. The provisions of this Section 26.3 shall survive the
expiration or earlier termination of this License.
26.4 Licensor shall have the right to transfer and assign, in whole or part, all of its rights and obligations under
this License, and upon any such transfer or assignment, Licensor shall be released from any further
obligations hereunder and Licensee agrees to look solely to the successor in interest of Licensor for the
performance of such obligations.
27. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other
shall be in writing and the same shall be given and shall be deemed to have been served and given if(i) placed in
the United States mail, certified, return receipt requested,or(ii)deposited into the custody of a nationally recognized
overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to
such other address as the party to be notified may designate by giving the other party no less than thirty (30)days'
advance written notice of such change in address.
If to Licensor: Jones Lang LaSalle Brokerage, Inc.
2650 Lou Menk Drive—MOB2
Fort Worth, TX 76131
Attn: Permits/Licenses
with a copy to: BNSF Railway Company
2650 Lou Menk Dr.
Fort Worth, TX 76131
Attn: Senior Manager Real Estate
If to Licensee: PacifiCorp
825 NE Multnomah Street, Suite 1700
Portland, OR 97232
Attn: Imogen Taylor
28. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of
termination or expiration, or, if later, the date when the Electric Supply Line and the other Improvements are
-14- Form 421; Rev.20200605

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
Tracking#22W-13618
removed and the Restoration Obligations are completed in accordance with the terms hereof.
29. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public
record.
30. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be
decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions.
31. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held
to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or
invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License.
32. Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all
matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the
parties hereto relating to Licensee's use of the Premises as described herein. However, nothing herein is intended
to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in
any prior written agreement between the parties.
33. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of
Licensee herein contained shall be the joint and several covenants and agreements of such parties.
34. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right
of Licensor to enforce that provision for any subsequent breach thereof.
35. Interpretation.
35.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based
upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to
the principle that a contract would be construed against the party which drafted the same. Article titles,
headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of
reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The
exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the
same extent as if they were set forth verbatim herein.
35.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation"
whether or not they are in fact followed by such words or words of like import; "writing", "written" and
comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible
form; references to any person are also to that person's successors and permitted assigns; "hereof',
"herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article,
section, or other subdivision hereof or attachment hereto; references to any gender include references to
the masculine or feminine as the context requires; references to the plural include the singular and vice
versa; and references to this License or other documents are as amended, modified or supplemented from
time to time.
36. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be
deemed an original but which together shall constitute one and the same instrument, and the signature pages from
any counterpart may be appended to any other counterpart to assemble fully executed documents,and counterparts
of this License may also be exchanged electronically and any electronic version of any party's signature shall be
deemed to be an original signature for all purposes.
37. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway
Company.
END OF PAGE—SIGNATURE PAGE FOLLOWS
-15- Form 421; Rev.20200605

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
Tracking#22W-13618
This License has been duly executed by the parties hereto as of the Effective Date.
LICENSOR:
BNSF Railway Company,a Delaware corporation
2650 Lou Menk Drive- MOB2
Fort Worth, TX 76131
FDOCUSIigned by:By:
Title: AVP Economic Development
LICENSEE:
PacifiCorp, an Or gan Corp tion
By:
BY -)PwM S A rr--C`
Title:
-16- Form 421;Rev.20200605

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB TRACKING NO. 22W-13618
N
N
U)
EXHIBIT "A" 11,
w
SCALE:1 IN = 550 FT SECTION: 8
NORTHWEST DIV. REPLACE EXISTING POLE 3 , TOWNSHIP & RANGE:
GATEWAY SUBDIV. W/,�105'.STEEL POLE 39S 9E
L.S. 0640 MP: 1.41 -2.09 89.23'FROM TRACK �� MERIDIAN: WILLM
DATE: 10/17/2023 1ao 0
l�
N REPLACE EXISTING,POLE, MP 1.41
W/105'STEEL POLE / 42.193021,-121.784617
86.58'FROM TRACK
1
s
REPLACE EXISTING POLE
W/„104',STEEL POLE CD � CO108.02'FROM TRACK v
Q-
REPLACE EXISTING,POLE h�
W/1108',STEEL POLE -
97.82'FROM TRACK Dr �Q
c� � Q-
REPLACE EXISTING POLE
W/117'STEEL POLE. �0'
86.97'FROM TRACK
REPLACE EXISTING POLE O ^•
W/..113'STEEL POLE
77.73;FROM TRACK o
N
REPLACE EXISTING POLE �► ti h
W/M4'STEEL POLE -n,`O
65.54'FROM TRACK
REPLACE EXISTING POLE N
W/f104'STEEL POLE moo'
53.5'FROM TRACK
REPLACE EXISTING POLE ate'
W/,112',STEEL POLE
43.77'FROM TRACK
^W
REPLACE EXISTING POLE
W/108'STEEL POLE
110.09'FROM TRACK
A �N.l
REPLACE EXISTING_P`OLE
W/100'STEEL POLE 15
54.74'FROM TRACK
M\O\'PNO 2$ MPf7 09
,�n, 42.184627,-121.791202
/d% Sou �e: E-sri, Maxar,Earthstar Geographies,and the GIS User
Community
NOTE: TOTAL LENGTH ON ROW:2,983'
EXISTING POLES AND WIRES
BY AGREEMENT GN-60299
WILL BE REMOVED
DESCRIPTION OF WIRES OVER TRACK
WIRES LOCATED AS SHOWN BOLD
DISTANCE ABOVE CLEARS RAILWAY
TYPE NUMBER VOLTAGE GROUND COMPANY'S WIRES
ELECTRIC/ 5 EXISTING,3 NEW/1 EXISTING 230kV/69kV
NEUTRAL 1 NEW 22'
KLAMATH FALLS
COUNTY OF KLAMATH STATE OF OR ANC
REVISION 4 DRAWING NO. 84304

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB 31TB
***** MAINTAIN PROPRIETARY CONFIDENTIALITY *****
BNSF RAILWAY COMPANY
FHPM ESTIMATE FOR
PACIFICORP
LOCATION KLAMATH FALLS TO SOUTH KLAMATH FALLS DETAILS OF ESTIMATE PLAN ITEM: 000356794 VERSION: 3
PURPOSE,JUSTIFICATION AND DESCRIPTION
PACIFICORP AC MITIGATION-KLAMATH FALLS,OR;LS 55 MP 1-2;NORTHWEST DIV,GATEWAY SUBDIV.SEQ#94740
THE MATERIAL LIST BELOW REFLECTS TYPICAL REPRESENTATIVE PACKAGES USED FOR ESTIMATING PURPOSES ONLY
THEY CAN BE EXPECTED TO CHANGE AFTER THE ENGINEERING PROCESS.DETAILED AND ACCURATE MATERIAL LISTS WILL BE
FURNISHED WHEN ENGINEERING IS COMPLETED.
CONTINUING CONTRACTS HAVE BEEN ESTABLISHED FOR PORTIONS OF SIGNAL WORK ON THE BNSF RAILROAD
THIS ESTIMATE IS GOOD FOR 180 DAYS.THEREAFTER THE ESTIMATE IS SUBJECT TO CHANGE IN COST FOR LABOR,MATERIAL,AND
OVERHEAD.
*******************************SIGNAL WORK ONLY*******************************
THIS ESTIMATE IS 100%BILLABLE TO PACIFICORP.
MAINTAIN PROPRIETARY CONFIDENTIALITY
PRIMARY FUNDING SOURCE IS FHWA
**BUY AMERICA(I)APPLIES**
DESCRIPTION QUANTITY U/M COST TOTAL$
**********
LABOR
**********
INSTALL INSULATED JOINT 152.32 MH 6,161
PLACE FIELD WELDS-CAP 303.62 MH 13,006
PAYROLL ASSOCIATED COSTS 12,431
DA OVERHEADS 21,545
EQUIPMENT EXPENSES 5,977
INSURANCE EXPENSES 3,619
TOTAL LABOR COST 62,739 62,739
MATERIAL
*************
INSUL IT W/PLATES-GENERIC-40 FT-BONDED FOR 16.0 EA ** 36,080
WELDKIT,GENERIC FOR ALL RAIL WEIGHTS 32.0 KT ** 2,448
MATERIAL HANDLING 1,926
ONLINE TRANSPORTATION 5
OFFLINE TRANSPORTATION 30
TOTAL MATERIAL COST 40,489 40,489
**********
OTHER
TOTAL OTHER ITEMS COST 0 0
PROJECT SUBTOTAL 103,228
CONTINGENCIES 9,365
BILL PREPARATION FEE 1,126
GROSS PROJECT COST 113,719
LESS COST PAID BY BNSF 0
TOTAL BILLABLE COST 113,719

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
EXHIBIT C
April 5, 2023
PACIFICORP
Klamath Falls — Snow Goose
Transmission Line Upgrade
BNSF Railroad AC Interference Analysis
Revision 0
PROJECT NUMBER:
181614
PROJECT CONTACT:
KURT BELL,P.E.
EMAIL:
[e-mail]
PHONE:
[phone]
POWER
ENGINEERS

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
Railroad AC Interference Analysis
PREPARED FOR;
PACIFICORP
PREPARED BY
KALE KAUWE—[phone]—KALE.KA [e-mail]
MAJID SIAHRANG, P.E.—[phone]—[e-mail]
REVISION HISTORY
ISSUE ISSUED PREP CHKD APPD
REV. DATE FOR BY BY By NOTES
A 2023-03-31 AppvI CKK MS JFS Issued for review and approval
0 2023-04-05 Impl CKK MS JFS Issued for implementation
"Issued For"Definitions:
"Prelim"means this document is issued for preliminary review, not for implementation
"Appvl"means this document is issued for review and approval, not for implementation
"Impl"means this document is issued for implementation
"Record"means this document is issued after project completion for project file
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DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
TABLE OF CONTENTS
1.0 EXECUTIVE SUMMARY............................................................................................................1
2.0 ANALYSIS SOFTWARE AND GENERAL APPROACH........................................................1
3.0 COMPLIANCE LIMITS...............................................................................................................1
3.1 STEADY STATE LIMITS...........................................................................................................2
3.2 FAULTED LIMITS.....................................................................................................................2
4.0 DATA AND MODELING DETAILS...........................................................................................2
4.1 SHARED CORRIDOR OVERVIEW..............................................................................................2
4.2 BNSF RAILWAY.....................................................................................................................3
4.3 PACIFICORP TRANSMISSION LINES........................................................................................3
4.3.1 Transmission Line Design.....................................................................................................3
4.3.2 Transmission Line Steady State Loading..............................................................................4
4.3.3 Transmission Line Fault Scenarios........................................................................................4
4.4 SOIL MODEL...........................................................................................................................4
5.0 SUMMARY OF UNMITIGATED RESULTS.............................................................................5
5.1 STEADY STATE.......................................................................................................................5
5.2 FAULTED STATE ...........................................................................................................................5
6.0 MITIGATION RECOMMENDATIONS AND RESULTS........................................................7
6.1 MITIGATION TECHNIQUES............................................................................................................7
6.2 MITIGATION RESULTS ..................................................................................................................7
6.2.1 Steady State...........................................................................................................................7
6.2.1 Faulted State..........................................................................................................................8
7.0 CONCLUSIONS.............................................................................................................................9
APPENDIX A: PROJECT CORRIDOR OVERVIEW MAPS......................................................10
APPENDIX B: BNSF DRAWINGS AND DATA............................................................................13
APPENDIX C: TRANSMISSION LINE DATA.............................................................................15
APPENDIX D: SOIL RESISTIVITY MEASUREMENTS AND MODELS................................26
APPENDIX E: BASELINE RESULTS............................................................................................34
APPENDIX F: MITIGATION RECOMMENDATIONS AND RESULTS.................................43
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POWER ENGINEERS,INC.
LIST OF TABLES
Table 1: Summary of Compliance Limits..............................................................................................2
Table 2: Maximum Calculated Steady State Track System Touch Voltages.........................................5
Table 3: Maximum Calculated Faulted State Track System Touch Voltages........................................6
Table 4: Mitigation IJ Locations............................................................................................................7
Table 5: Maximum Calculated Steady State Voltage Across Insulating Joints.....................................8
Table 6: Maximum Calculated Steady State Voltage Under Abnormal Track Conditions....................8
Table 7: Faulted State Mitigated Track System Touch Voltages...........................................................8
Table 8: Maximum Mitigated Calculated Track System Touch Voltages.............................................9
Table 9: Existing Condidtion 69 kV Model Single Line-to-Ground Fault Current Data.....................24
Table 10: Future Condition with 230 kV Model Single Line-to-Ground Fault Current Data..............25
LIST OF FIGURES
Figure 1: Klamath Falls—Snow Goose Transmission Line&BNSF Track System Overview..........I I
Figure2: Study Domain.......................................................................................................................12
Figure 3: Track Plan Klamath Falls......................................................................................................14
Figure 4: Drawing 068068: Existing Plan and Profile Klamath—Weyerhaeuser#68.........................16
Figure 5: Drawing 068220: Future Plan and Profile Klamath—Snow Goose#2 230 kV....................17
Figure 6: Drawing 068220: Future Plan and Profile Klamath—Snow Goose#2 230 kV(Continued)18
Figure 7: Drawing 068220: Future Plan and Profile Klamath—Snow Goose#2 230 kV(Continued)19
Figure 8: Existing 69 kV Cross Section...............................................................................................20
Figure 9: Klamath Falls Grounding Detail...........................................................................................21
Figure 10: Snow Goose Grounding Detail...........................................................................................22
Figure 11: Future 230 kV Phasing and Structure Cross Section..........................................................23
Figure 12: Existing"PACIFICORP WORKING FILE 2022 07-27 Klamath Falls- Snow Goose
Update.OLR"Aspen Model Screen Shots...........................................................................................24
Figure 13: Future"PACIFICORP 2021_03_01.OLR"Aspen Model Screen Shot..............................25
Figure 14: Soil Resistivity Measurement Klamath Falls Substation....................................................27
Figure 15: Soil Resistivity Measurement Snow Goose Res 1..............................................................28
Figure 16: Soil Resistivity Measurement Snow Goose Res 2..............................................................28
Figure 17: Soil Resistivity Measurement Along Shared Corridor........................................................29
Figure 18: Soil Resistivity Measurement Locations Along Shared Corridor.......................................30
Figure 19: Klamath Falls Sub Native Soil Resistivity(Northeast-Southwest Traverse)......................31
Figure 20: Klamath Falls Sub Native Soil Resistivity(North-South Traverse)...................................31
Figure 21: Snow Goose Sub Res-1 Native Soil Resistivity..................................................................32
Figure 22: Snow Goose Sub Res-2 Native Soil Resistivity..................................................................32
Figure 23: Corridor Location-1 Native Soil Resistivity.......................................................................33
Figure 24: Corridor Location-2 Native Soil Resistivity.......................................................................33
Figure 25: Rail Touch Voltages- Steady State-Existing 69 kV Configuration..................................35
Figure 26: Rail Touch Voltages- Steady State-Future with 230 kV Configuration..........................36
Figure 27: Rail Touch Voltages-Faulted 69 kV Structure 12/1 -Existing 69 kV Configuration.......37
Figure 28: Rail Touch Voltages-Faulted 69kV Structure 10/2-Existing 69 kV Configuration........38
Figure 29: Rail Touch Voltages-Faulted 69 kV Structure 9/1 -Future with 230 kV Configuration..39
Figure 30: Rail Touch Voltages-Faulted 69 kV Structure 12/2 -Future with 230 kV Configuration40
Figure 31: Rail Touch Voltages-Faulted 230 kV Structure 14/1 -Future with 230 kV Condition....41
Figure 32: Rail Touch Voltages-Faulted 230 kV Structure 17/2-Future with 230 kV Condition....42
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DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
Figure 33: Location of Proposed Mitigation Insulting Joints...............................................................44
Figure 34: Mitigated Rail Touch Voltages—Steady State—Future with 230 kV Configuration.........45
Figure 35: Mitigated Rail Touch Voltages -Faulted 69 kV Structure 4/1 -Future with 230 kV
Configuration........................................................................................................................................46
Figure 36: Mitigated Rail Touch Voltages -Faulted 69 kV Structure 6/1 -Future with 230 kV
Configuration........................................................................................................................................47
Figure 37: Mitigated Rail Touch Voltages -Faulted 69 kV Structure 9/1 -Future with 230 kV
Configuration........................................................................................................................................48
Figure 38: Mitigated Rail Touch Voltages -Faulted 230 kV Structure 4/1 -Future with 230 kV
Configuration........................................................................................................................................49
Figure 39: Mitigated Rail Touch Voltages -Faulted 230 kV Structure 6/1 -Future with 230 kV
Configuration........................................................................................................................................50
Figure 40: Mitigated Rail Touch Voltages -Faulted 230 kV Structure 9/1 -Future with 230 kV
Configuration........................................................................................................................................51
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POWER ENGINEERS,INC.
1.0 EXECUTIVE SUMMARY
PacifiCorp is upgrading an existing 69 kV transmission line between Klamath Falls and Snow Goose
Substations in Klamath Falls, OR to include a new 230 kV transmission circuit. The transmission line
corridor parallels an industrial Burlington Northern Santa Fe(BNSF)track system for approximately
1.8 miles.
The objective for this study is to analyze the AC interference impact of the proposed transmission line
upgrade project on the coexisting BNSF railroad track system within the project corridor. Both the
existing 69 kV transmission line arrangement as well as the future double circuit line arrangement
with new 230 kV circuit were analyzed. This analysis considers the AC interference investigation
under the steady state and fault conditions of the transmission line.
The results of the investigation show the following:
• The calculated track system touch voltages under the steady state operation of the
transmission lines are below the 50 volt compliance limit.
• Under transmission line fault conditions,the calculated rail touch voltages along the shared
corridor exceed the 650 volt compliance limit along sections of the track system.
A recommended mitigation solution involves the installation of eight sets of insulating joints(IJ to
reduce the rails touch voltages below the 650 volt compliance limit. Details are shown in Section 6.0.
The investigations performed in this study are based on the transmission line and railroad parameters
and field measurement data as detailed in this report. Should system characteristics vary,the results
may also vary.
2.0 ANALYSIS SOFTWARE AND GENERAL APPROACH
The Safe Engineering Services(SES)Current Distribution,Electromagnetic interference, Grounding
and Soil analysis (CDEGS)computer program(version 18.0)was used to perform the analytical
studies for this project. The analysis for this study involved creating a three-dimensional model of the
electrical and track systems throughout the transmission line corridor. The HIFREQ module of the
CDEGS software is capable of analyzing a three-dimensional system at any given frequency
(accurately up to the megahertz range) and calculating electromagnetic fields throughout the modeled
areas. Inductive, capacitive, and conductive interference effects are computed simultaneously.
3.0 COMPLIANCE LIMITS
Under both steady state operation and fault conditions of the transmission system touch voltages were
taken under consideration as this could be a personnel safety issue. A summary of the limits is seen in
Table 1.
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DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
TABLE 1:SUMMARY OF COMPLIANCE LIMITS
APPLICABLE COMPLIANCE LIMITS
ASSESSMENT STANDARD STEADY STATE FAULTED CONDITION
Rail-to-Ground Voltage OSHA/AREMA* 50 volts NA
Voltage Across Accessible Points BNSF SES 15.01
Touch Voltage to Rails BNSF/EPRI/AREMA** 50 volts 650 volts
BNSF SES 15.01
*Occupational and Health Administration(OSHA),American Railway Engineering and Maintenance-of-Way Association(AREMA)
**Electric Power Research Institute(EPRI)
3.1 Steady State Limits
Steady state AC interference effects were evaluated for safety of people in and around the track
system. Signaling systems are normally an important consideration of railroad interference studies but
the BNSF track system studied in this analysis is not signaled.
Under steady state conditions, a limit of 50 volts across any accessible points on the track system was
used. This voltage would occur across an insulated joint or as rail-to-ground voltage. The 50 volt limit
is based on Occupational Health and Safety Administration(OSHA)Regulations(29 C.F.R. Part
1910).Note that this limit is not expected to result in faulty operation of track circuits,but rather is a
limit presented by OSHA for personnel protection and is consistent with the American Railway
Engineering and Maintenance-of-Way Association(AREMA) standard as well as the BNSF SES
15.01 Criteria.
3.2 Faulted Limits
Faulted effects were also evaluated for safety of people in and around the track system. Under faulted
conditions a limit of 650 Vac RMS rail touch voltage was used. This limit is required by BNSF
Railway's Signal Engineering Standard Number SES 15.01 based on high-speed fault clearing.
4.0 DATA AND MODELING DETAILS
Due to the complexity of the system,this section details the source data and modeling methods used
for creating the model of the system. Since CDEGS performs calculations in three dimensions, all
overhead electric lines paralleling the corridor and the track system must be modeled in their entirety,
in three dimensions,throughout the corridor. The model includes both the physical characteristics
(such as the structures, conductors, and rail locations)and the electrical characteristics (line loadings,
conductor impedances, etc.) of all objects under analysis.
4.1 Shared Corridor Overview
The new 230 kV circuit with the existing 69 kV circuit will parallel the BNSF track system in
Klamath Falls, Oregon, for approximately 1.8 miles. The BNSF track system primarily consists of
single unsignalized track with a five-track yard in the northern section of the corridor.
The model created for this analysis consists of the transmission line, an approximate grounding
system of both Klamath Falls and Snow Goose Substations,and the BNSF track system through the
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DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
corridor under analysis. Figure 2 in Appendix A shows a representation of the study domain as
considered in the models for this study.
4.2 BNSF Railway
The BNSF track system is a single track with a five-track yard in the northern section along the
parallel corridor. Track drawings were provided by BNSF, and aerial imagery was used to confirm
the drawings and identify any discrepancies between the provided drawings and the installed
equipment. The geometry of the track system was determined by using aerial imagery and the
provided railroad track system drawings.
The track system was modeled extending one mile beyond the shared corridor with the transmission
line in each direction.
Although attempts are made to isolate the individual rails from ground to protect the integrity of track
circuits, it is impossible to completely isolate the rails. The ballast rock and rail ties provide a high
impedance connection between the two rails,referred to as leakage impedance. Over a large distance,
the parallel paths of leakage impedance can affect the quality of the isolation. This leakage impedance
is typically described in ohms per thousand feet, although it is technically a value of ohms over a
thousand-foot section of rail. A value of 30 ohm-kft was assumed as the rail-to-rail leakage
impedance for this study and represents a ballast equivalent impedance of a well-maintained track
system.
Abnormal track conditions, such as shorted insulating joints,were not considered for the initial
analysis, as no signaling equipment was identified within the BNSF corridor of interest.
Insulating joints (IJs)are used primarily to terminate track blocks controlled by wayside signaling or
electrically isolate sections of track from one another.No IJs were identified on the track system
along the transmission line shared corridor. Two sets of IJs were identified along the rails located
approximately 0.4 miles and one mile from the north end of the shared corridor with the transmission
lines.
4.3 PacifiCorp Transmission Lines
4.3.1 Transmission Line Design
Both the existing single circuit 69 kV transmission line and the future double circuit line with new
230 kV circuit and existing 69 kV circuit were modeled resulting in two separate models. The
coordinates for all transmission line conductor attachments and structure locations were available
from the transmission line's most recent PLS-CADD model which was provided by PacifiCorp.
Based on this data,the phase and shield conductors were modeled at their average heights considering
the maximum sag conditions. Figure 8 and Figure 11 in Appendix C shows a cross-section sketch of
the existing and future transmission line as modeled along the shared corridor with BNSF track
system respectively. The transmission line was used as a basis for the model space geometry. The
railroad was imported with reference to the transmission line structures using Google Earth.
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DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
Referencing BNSF's track plan and profile drawings in combination with Google Earth,the
transmission line was developed in the models with appropriate spacing to the BNSF track system.
Figure 1 (in Appendix A) show the overview map of the study area.
In addition to the induced voltage caused by the currents flowing through the phase and neutral
conductors,the transfer potential through the soil, caused by the current discharged by the
transmission line structure foundations,was considered in the simulations. In this study,transmission
line foundations were assumed to be 16 feet deep with a typical diameter of 3 feet and were
considered for fault scenarios. Design drawings of the transmission line structures are provided in
Appendix C.
4.3.2 Transmission Line Steady State Loading
The following transmission line loadings were provided by PacifiCorp:
• Klamath Falls—Weyerhauser 69 kV line N-1 loading: 379 amperes; 46 MVA
• Klamath Falls—Snow Goose#2 230 kV line N-1 loading: 476 amperes; 197 MVA
The 69 kV system is unaffected by the 230 kV line addition. The 379 amperes at 46 MVA was used
for both the existing 69 kV transmission line model as well as the future line arrangement with new
230 kV line model. To account for increase in the AC interference impacts of the transmission line
circuits under unbalanced load conditions in this study, five percent unbalance load condition was
considered for the loading of the transmission lines. The load unbalance among the phases was
selected to cause the worst case induced voltage on the track system.
4.3.3 Transmission Line Fault Scenarios
To evaluate the AC interference impact of the transmission line on the track system under fault
conditions, single line-to-ground faults were simulated at various structures in the shared corridor.
The fault locations were evenly spaced in the areas where the transmission line is near the BNSF
track system. POWER used the PacifiCorp provided ASPEN models"PACIFICORP
2021 03 01.OLR"and"PACIFICORP WORKING FILE 2022 07-27 Klamath Falls - Snow Goose
Update.OLR",to extract the required short circuit data for the existing 69 kV transmission line
arrangement and future line arrangement with new 230 kV circuit respectfully. In addition to the
induced voltages caused by the currents flowing through the phase and shield conductors,the transfer
potentials through the soil caused by the current discharged by the transmission line structure
foundations were considered in the simulations. The considered fault values are listed in Table 9 and
Table 10 found in Appendix C.
4.4 Soil Model
Soil resistivity measurements near Klamath Falls and Snow Goose Substations were provided by
PacifiCorp. Additionally,two traverses of soil resistivity measurements were performed using the
Wenner four-pin method, along the railroad corridor at locations depicted on Figure 18 found in
Appendix C.
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The RESAP module of the CDEGS software was used to analyze the measurement data and create a
representative equivalent soil model. All measurement results obtained were relatively consistent with
each other. The measurement data and the interpreted equivalent soil models are provided in
Appendix D.
For this study, as a conservative soil structure,the data obtained at Location 1 was used to create the
horizontally layered soil model used in all simulated models(see Figure 23).
5.0 SUMMARY OF UNMITIGATED RESULTS
The following sections present a summary of the results of the AC electromagnetic analysis due to
steady state and fault conditions.
5.1 Steady State
Calculation plots from the CDEGS software use colored areas to show voltage magnitude along the
railroad track systems. Figures 25 and 26 depict the steady state rail touch voltages,under N-1
contingency loading. These voltages do not exceed the OSHA 50 volt compliance for either the
existing or future condition. The maximum calculated railroad track touch voltage is approximately
3.0 volts for the existing condition and 17.1 volts for the future condition as seen in Table 2.
OW TABLE 2: MAXIMUM CALCULATED STEADY STATE TRACK SYSTEM TOUCH VOLTAGES 1
EXISTING CONDITION FUTURE CONDITION COMPLIANCE LIMITS
3.0 volts 17.1 volts 50 volts
5.2 Faulted State
To determine the AC interference impacts of the transmission line on the track system under fault
conditions, single line-to-ground faults at eight transmission structures on the parallel corridor were
examined. Additional single line-to-ground faults between these original eight structures were taken
as needed to determine an area of compliance.In addition to the induced voltage caused by the
currents flowing through the phase and shield conductors,the transfer potential through the soil
caused by the current discharged by the foundations of the transmission line structures has been
considered in the simulations.
The maximum calculated value is approximately 1,600 volts for the existing condition and
1,225 volts for the future condition. Both calculated values are above the 650 volt limit. The results
can be seen in Table 3. The red values indicate non-compliant touch voltages.
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TABLE 3: MAXIMUM CALCULATED FAULTED STATE TRACK SYSTEM TOUCH VOLTAGES
FAULT LOCATION EXISTING CONDITION FUTURE CONDITION FUTURE CONDITION
(STRUCTURE#) (VOLTS) 69 KV FAULT 230 KV FAULT
(VOLTS) (VOLTS)
4/1 127 487 504
6/1 566 582 463
9/1 598 652 485
11/1 587 991
12/1 674
13/1 * 631
14/1 707
16/1 1,317 930
2/2 1,135 977 830
8/2 1,601 1,224 1049
10/2 661 1,129 949
12/2 563 1,028 869
13/2 - 646 826
*No fault placed at structure as compliance or non-compliance is already determined by faults before and after.
The calculated track system touch voltages during transmission line fault conditions,under the
existing and future line configurations, exceed the 650 volt touch compliance limit along sections of
the BNSF track system as follows:
O For the existing 69 kV transmission line configuration:
■ Single line-to-ground faults along the transmission line between Structures 12/1 and
10/2 produce non-compliant track system touch voltages.
o For the future 69/230 kV transmission line configuration:
■ Single line-to-ground faults along the 69 kV transmission line between Structures 9/1
and 12/2 produce non-compliant track system touch voltages along.
■ Single line-to-ground faults along the 230 kV transmission line between Structures 14/1
and 16/2 produce non-compliant touch voltages.
Figures 27 through 32 in Appendix E show the maximum rail touch voltage along the tracks for the
first and last structures in the non-compliant region. The fault studies show that there were higher
track system touch voltages for the existing 69 kV transmission line primarily due to the lack of
shield wires along the transmission line. The future 230 kV circuit addition with added shield wires
results in lower touch voltages but are still above the 650 volt limit.
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6.0 MITIGATION RECOMMENDATIONS AND RESULTS
6.1 Mitigation Techniques
The magnitude of the induced voltage on the track system caused by the transmission lines is
proportional to the length of continuous track sections along the transmission line corridor. Insulating
Joints(IJs)electrically break the track system resulting in shorter parallel sections along the
transmission line shared corridor. By adding IJs,the parallel path distance is reduced along with
magnitude of induced voltage on the tracks.
By installing a total of eight sets of IJs at four locations along the track system as identified in Table 4
and Figure 33,the touch voltages are reduced below the touch voltage limit of 650 volts.
For ease of construction the IJs can be installed along the track system anywhere within the 300 foot
ranges identified in Table 4(the ranges are shown as between GPS Location A and GPS Location B
for each location) and Figure 33. Locations 1-3 require a single set of IJs and location 4 requires five
sets of IJs across the track system yard.
rw TABLE 4: MITIGATION IJ LOCATIONS
LOCATION NUMBER GPS LOCATION A GPS LOCATION B
Latitude 42°10'58.96"N Latitude 42°11'0.34"N
IJ_1 (1 set of Us) Longitude 121°47'41.26"W Longitude 121047'37.70"W
Latitude 42011'10.85"N Latitude 42011'13.47"N
IJ_2(1 set of IJs) Longitude 121047'19.94"W Longitude 121047'18.07"W
Latitude 42011'23.46"N Latitude 42011'26.06"N
IJ_3(1 set of IJs) Longitude 121°47'10.87"W Longitude 121°47'9.03"W
Latitude 42011'38.18"N Latitude 42011'40.77"N
IJ_4(5 sets of IJs) Longitude 121°47'1.18"W Longitude 121°46'59.30"W
6.2 Mitigation Results
The results of the investigation,with the added eight sets of IJs, show that the calculated track system
touch voltages are reduced under both the steady state and faulted conditions of the transmission
lines.
6.2.1 Steady State
As it was the case with the unmitigated system, calculated rail touch voltages under the steady state
operating condition of the transmission line including considering N-1 contingency maximum loading
are below the 50 volt compliance limits.With the installation of the recommended IJs the maximum
calculated rail touch voltage is approximately 9.7 volts. The maximum calculated voltage across the
IJs is approximately 14.8 volts.
Table 5 shows the calculated maximum voltage across the IJ's under the steady state operating
conditions with the IJs modeled in the center of the identified 300 foot range.
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TABLE 5: MAXIMUM CALCULATED STEADY STATE VOLTAGE ACROSS INSULATING JOINTS
LOCATION VOLTAGE ACROSS IJs COMPLIANCE LIMIT
Insulating Joint#1 14.8 volts
Insulating Joint#2 13.4 volts
50 volts
Insulating Joint#3 9.6 volts
Insulating Joint#4 4.8 volts
Abnormal Track Conditions
With the installation of the recommended IJs,two types of abnormal track conditions, as specified in
SES 15.01,were analyzed. Conditions for one shorted IJ and a stopped train shorting three sets of IJs
were considered. Table 6 shows the maximum calculated rail touch voltage and voltage across the IJs
under worst case track abnormal conditions. Rail touch voltages for all abnormal track conditions are
below the 50 volt compliance limit.
TABLE 6: MAXIMUM CALCULATED STEADY STATE VOLTAGE UNDER ABNORMAL TRACK CONDITIONS
ABNORMAL MAXIMUM TOUCH MAXIMUM VOLTAGE
CONDITION VOLTAGE ACROSS IJ COMPLIANCE LIMIT
Single Shorted IJ 1 21.2 volts 26.7 volts(Across IJ 2)
Stopped Train Over 50 volts
IJ 2, IJ 3 and IJ 4. 27.3 volts 35.7 volts(Across IJ 1)
6.2.1 Faulted State
Table 7 shows the maximum calculated rail touch voltage under worst case fault condition of the
proposed transmission line along track sections,with the IJs modeled in the center of the identified
300 foot range. Figure 35 through Figure 40 show the touch voltage plots.
TABLE 7: FAULTED STATE MITIGATED TRACK SYSTEM TOUCH VOLTAGES
FAULT LOCATION FUTURE CONDITION FUTURE CONDITION
(STRUCTURE#) 69 KV FAULT 230 KV FAULT
(VOLTS) (VOLTS)
4/1 416 362
6/1 440 376
9/1 419 392
Table 8 shows the maximum calculated rail touch voltage along track sections. The IJs were moved
within to the extremes of the range to find the worst-case touch voltage for each section of track
between the IJs.
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TABLE 8: MAXIMUM MITIGATED CALCULATED TRACK SYSTEM TOUCH VOLTAGES
TRACK SECTION MAXIMUM TOUCH VOLTAGE COMPLIANCE LIMIT
Between IJ_1 and IJ_2 593 volts
Between IJ_2 and IJ_3 536 volts
650 volts
Between IJ_3 and IJ_4 473 volts
North of IJ_4 418 volts
7.0 CONCLUSIONS
The investigation done in this study was performed to determine the AC interference impacts of
PacifiCorp's proposed 69/230 kV transmission line upgrade project,interconnecting Klamath Falls
and Snow Goose Substations, on the nearby coexisting BNSF track system along the shared corridor.
The results of the investigation show that for steady state conditions,the calculated track voltages are
below the compliance limit of 50 volts. However,the calculated track system touch voltages during
transmission line fault conditions,under the existing and future line configurations,exceed the 650
volts touch compliance limit along sections of the track system.
A recommended mitigation measure was proposed to reduce the rail touch voltage below the
compliance limit under the transmission line conditions,the proposed mitigation option requires
installation of eight sets of insulating joints(IJ') on the rails at identified locations.
Based on the simulation results,with the installation of the proposed IJs touch voltages along the
track system are calculated to be below the 650 volt compliance limit.
The investigations performed in this study are based on the transmission line and railroad parameters
and field measurement data as detailed in this report. Should system characteristics vary,the results
may also vary. In particular,the induced voltage on the rails depends strongly on the maximum line
currents under N-1 conditions and phasing configuration of the lines.
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APPENDIX A: PROJECT CORRIDOR OVERVIEW MAPS
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Klamath Falls
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Figure 2: Study Domain
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APPENDIX B: BNSF DRAWINGS AND DATA
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APPENDIX C: TRANSMISSION LINE DATA
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Figure 7: Drawing 068220: Future Plan and Profile Klamath—Snow Goose#2 230 kV(Continued)
CLK 151-1538 181614(2023-04-05)KK REV.0
19

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
1�/►TRRIAL FOR ONfL STRUCTURL
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Figure 8: Existing 69 kV Cross Section
CLK 151-1538 181614(2023-04-05)KK REV.0
20

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
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Figure 9: Klamath Falls Grounding Detail
CLK 151-1538 181614(2023-04-05)KK REV.0
21

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
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Figure 10: Snow Goose Grounding Detail
CLK 151-1538 181614(2023-04-05)KK REV.0
22

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
TI 275 230 kV Structure—Shielded.Double-Grcuit,0'to 2'.Steel Pole.Supported Post Insulators
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Transmission Construction Standard ROCKY MOUNTAIN FW3FK FICYWM
Page 2 of 4R
Published Dace:25Jun 19 POWE
Lasc Reviewed:25 Jun 19
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Figure 11: Future 230 kV Phasing and Structure Cross Section
CLK 151-1538 181614(2023-04-05)KK REV.0
23

onouSign Envelope ID:nFCo3E1u-54O7-4u12-8EO0-B3O5r8r8O3Ao
POWER ENGINEERS,INC.
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Figure 12: Existing ''PAC|F|CORP8VORkC|NG F|LE2D22 07'27 kC|omnoth FoUa 'Snow Goose
Updotm.OLR'' Aspen Model Screen Shots
TABLE S: EXISTING COND|DT|ONG8KV MODEL SINGLE L|NE-TO-GROUND FAULT CURRENT DATA
FAULT LOCATION FROM KLAMAJH FALLS SUBSTATION FROM VVEYERHAUSERSUBSTATION
#
4/1 4544 137
8/1 4424 203
9/1 4270 289
11/1 4195 331
12/1 4122 372
18/1 3809 484
2/2 3806 552
02 3547 704
10/2 3485 742
12/2 3304 706
cculo'om/mo/4(2023'04'05)uu xEv.o
24

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
u Iza0a 'KLAMTH FALL
- 12
230 kV 45161 T2
WEST SIDE PC WESTSIDE-PPL 17f'056 95 `
2 4kV__ __ 89 kV 45527
0@ -91- - 24 5 2484-6220-86 �
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OX
Figure 13: Future "PACIFICORP 2021_03_01.01-R" Aspen Model Screen Shot
TABLE 10: FUTURE CONDITION WITH 230 KV MODEL SINGLE LINE-TO-GROUND FAULT CURRENT DATA
FAULT FROM 69 KV FROM 69 KV FROM 230 KV FROM 230 KV
LOCATION KLAMATH FALLS WEYERHAUSER KLAMATH FALLS SNOW GOOSE
(STRUCTURE#) SUBSTATION SUBSTATION SUBSTATION SUBSTATION
(AMPS) (69 KV AMPS) (230 KV AMPS) (230 KV AMPS)
4/1 17,504 527 10,110 5,228
6/1 16,100 739 9,810 5,466
9/1 14,533 983 9,422 5,784
16/1 11,653 1,471 8,589 6,512
2/2 10,990 1,595 8,322 6,759
8/2 9,524 1,892 7,633 7,435
10/2 9,213 1,960 7,382 7,695
12/2 8,780 2,060 7,216 7,871
14/2 8,511 2,125 6,971 8,139
15/2 8,257 2,189 6,808 8,320
CLK 151-1538 181614(2023-04-05)KK REV.0
25

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
APPENDIX D: SOIL RESISTIVITY MEASUREMENTS AND MODELS
CLK 151-1538 181614(2023-04-05)KK REV.0
26

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
FIELD ELECTRICAL RESiSTIVfTY Tr-Sr 4ATA l��rracon
Klamath-Snow Goose T-Line Field Electrical Resistivity. Klamath Fans.OR
May 111,2021 a Terracon Project No 82215036 GeoReport
Array Loc. Approximate center coordinates:42.1958-,-121,7858"
Instrument MiniRes Weather Sunny,75F
Serial# SN-303 Ground Cond. Grassy Field,gradual slopes to south and east
Cal.Check 5/1112021, LSR Calibration belt Tested By Abe Knienm 1 Heath Ulrich
Test Date May 11,2021 Method Wenner 4-pin(ASTM G57.06(2012),IEEE 81-2012)
Notes&
Conflicts Not enough linear distance to conduct 600 ft a-spacing reading for NW-SE Array
4rraR
Apparent resistivity p is calculated as: P =
1 + "la _ n
dal +4h` yr
Electrode Sparing a Electrode Depth ib NW SE N-S
Measured Apparent Measured Apparent
IfeeQ Icentimeters) [inches] Icen"aters] Resistance R Reststivily,P Resistance R Resistivity p
a [f!A a In-tt]
0.5 15 3 8 69.00 287 24.60 102
1 30 3 8 21.20 146 11.27 77
2 61 3 8 7.01 91 6.09 79
3 91 3 8 5.10 97 4.80 91
5 152 3 8 3.06 96 2.31 73
7.5 229 6 15 1.93 92 1.48 71
10 305 6 15 1.46 92 1.23 77
12.5 381 12 30 1.16 93 1,07 85
15 457 12 30 0.94 90 1.05 100
20 610 12 30 0.75 94 0.73 93
40 1219 18 46 0.32 81 0.30 75
50 1524 18 46 0.24 75 0.23 72
60 1829 18 46 0.19 70 0.19 73
75 2286 18 46 0.15 73 0.16 76
100 3048 18 46 0.12 74 0,13 79
125 3810 18 46 0.10 76 0.10 77
150 4572 18 46 0.08 78 0.08 77
200 6096 18 46 0.06 74 0.06 73
300 9144 18 46 0.03 58 0.03 60
450 13716 18 46 0.02 52 0.02 53
600 18288 18 46 0.01 40
x 1.000.0 Apparent resistivity vs a spacing ----- -
N .
100.0 Fit 13 OEM WNW-SE
-- -
c C3 MEMO •N-S
m
a
a 10.0
0 1 1 Electrode glRacing a Ift] 100 1000
Figure 14: Soil Resistivity Measurement Klamath Falls Substation
CLK 151-1538 181614(2023-04-05)KK REV.0
27

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
Table 2. Summary of measured data for Res-1 Wenner Sounding.
Wenner A Wenner A Electrode Measured Apparent Apparent
spacing spacing insertion Resistance Resistivity Resistivity
(ft) (meter) depth (in) (12) (S!-ft) (Q-meter)
0.5 0.15 0.5 14.6 45.86 13.98
1 0.30 1 3 829 24.06 7.33
2 0.61 1 1699 21.35 6.51
3 0.91 2 1 237 2332 7.1 1
5 1.52 2 0.9239 29.03 8.85
75 2.29 4 0.7807 3678 11 21
10 3.05 4 0.7008 44.03 13.42
125 3.81 5 0.6297 49.46 15.08
15 4.57 5 0.571 53.82 16.40
20 6.10 5 0.462 58.06 17.70
40 12.19 5 0.2473 62.15 18.94
60 1829 5 016 60.30 18.38
100 30.48 8 0.07982 50.15 15.29
150 4572 8 0.05044 47.54 14.49
200 60.96 8 0.0392 49.26 15.01
400 121.92 8 0.02422 60.87 18.55
800 24384 8 0.01287 04.70 19.72
1200 365.76 10 0.00908 68.46 20.87
Figure 15: Soil Resistivity Measurement Snow Goose Res 1
Table 3. Summary of measured data for Res-2 Wenner Sounding.
Wenner A Wenner A Electrode Measured Apparent Apparent
spacing spacing insertion Resistance Resistivity Resistivity
(ft) (meter) depth (in) (t1) (K1-ft) (fl-meter)
0.5 0.15 0.5 172.6 542.1 165.23
1 0.30 1 48.9 307.2 93.63
2 0.61 1 12.91 162.3 49.47
3 0.91 2 5.58 104.8 31.94
5 1.52 2 2.855 89.69 27.34
7.5 2.29 4 1.794 84.54 25.77
10 3.05 4 1.462 91.87 28.00
125 3.81 4 1.205 94.62 28.84
15 4.57 4 1.041 98.16 29.92
20 6.10 5 0.797 100.1 30.51
40 12 19 5 03626 91.12 2777
bU 1&29 b 194.2 13-23 22.J2
100 30.48 8 0.08758 5503 16.77
150 45.72 8 0.06047 56.99 17.37
200 6096 8 0.04613 5797 17.67
400 121.92 8 0.02344 58.92 17.96
800 243.84 8 0.013 65.37 19.92
Figure 16: Soil Resistivity Measurement Snow Goose Res 2
CLK 151-1538 181614(2023-04-05)KK REV.0
28

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
FIELD ELECTRICAL RESISTIVrTY TEST DATA �1�� COn
Klamath and Snow Goose Resistivity Testing■Klamath Falls,Oregon _
October 31.2022■Terracon Project No.82226158 GeoReport
Array Loc. Location 1:42.18252°,-121.796V;Location 2:42.1846 .-121.7910'
Instrument MiniRes Weather Sunny,62'F
Serial# 201 Ground Cond. Dry seed grass
Cal.Check 10/31/2022 Tested By EM/TF
Test Date October 31.2022 Method Vanner 4-pin(ASTM G57-06(2020i:IEEE 81-2012
Notes 8 Construction equipment near Location 2;transmission line running east-west south of the testing
Conflicts locations
4;tafi
Apparent resistivity p is calculated as: p = + Za a
1 -
a +4b2 Va' +h1
Electrode Spacing.a Electrode Depth b Location 1;E_W Test Location 2;E-W Test
Measured I Apparent Measured I Apparent
(feel) (centimeters) (inches) (centimeters) Resistance R Resistivity p Resistance R Resistivity p
12 G-m Q ff Tl 0 m 0-k
1.25 1 38 6 15 43.30 126 . 414 69.80 1 203 667
2.5 76 6 15 10.55 54 176 16.30 83 272
5 152 B 15 2.94 29 94 8.50 83 271
7.5 229 6 15 1.30 19 62 2.33 34 111
10 305 6 15 1.13 22 71 1.80 35 114
15 457 12 30 0.76 22 72 1.22 35 116
20 610 12 30 0.61 23 76 0.99 38 125
25 762 12 30 0.47 23 74 0.75 36 117
30 914 12 30 0.41 24 77 0.58 33 109
40 1219 12 30 0.34 26 85 0.41 31 102
50 1524 12 30 0.28 27 88 0.31 29 96
60 1829 1 12 30 0.21 24 79 0.24 28 1 92
80 2438 12 30 0.17 26 85 0.19 28 93
100 3048 12 30 0.13 26 84 0.14 26 85
Apparent resistivity vs a spacing
1 D00.0
E
C
i
a �
A. 100.0 -- �. 4- - - - ---
■
• � � i i i ii r � + � s
c
10.0
Q
1.0
1 10 100
Electrode Spacing a(ft)
■Location 1;E-W Test •Location 2; E-W Test
Figure 17: Soil Resistivity Measurement Along Shared Corridor
CLK 151-1538 181614(2023-04-05)KK REV.0
29

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
11.j 1 `.
/ + .
1 X
Figure 18: Soil Resistivity Measurement Locations Along Shared Corridor
CLK 151-1538 181614(2023-04-05)KK REV.0
30

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
Imperial/Logarithmic X and Y LEGEND
102
• Measured Data
Compued Re R.Curve
remen
Soil MMeI
• Method..:
Me asu [ Wenner
RMS erro x...........
: 8.636&
Layer eslstl vlty Thickness
Number R (Ohm-- Feet )
I nfin Infini
A2 13.33191 0.5]35310
12.05283
9 21,11111 164. —
� 1 19.93816 Infinite
E •
E
L
T •
N
N
C
N
(0
a
10,
101 10, 101 10, 10,
Inter-Electrode SDacina(feet)
Figure 19: Klamath Falls Sub Native Soil Resistivity(Northeast-Southwest Traverse)
Imperial/Logarithmic X and Y LEGEND
102
Measuretl Data
Computed Re ub Curve
sdl Model
remen Method..:Measu [ Wenner
RMS error...........: 7.727
• Laye es r istivlty Thickness
• • umber R Ohm
--- Infinite Infinite
2 22.56963 B.8'l6 7
N 3 95.10693 1,27.1711
101 9 19.98566 35.08299
5 3-2— 96.66013
E 6 9.668231 Infinite
E
L
L"
Z
N
C
d
f6
n
loo
10-, 10° 10, 102 103 ,
Inter-Electrode Spacing(feet)
Figure 20: Klamath Falls Sub Native Soil Resistivity(North-South Traverse)
CLK 151-1538 181614(2023-04-05)KK REV.0
31

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
Imperial/Logarithmic X and Y LEGEND
102 _
• Mea:urea oa�a
C—putd Result Curve
Shc Model
semen Mechoa..: nn r eaen t e e
RMS ei ror...........: 12.2%
Layer ity Thickness
umbel Fe(Ohmlml (Feet )
A'r Inf'n'Ce Infinite
2 1 321233 5.4]8911
jn • 3 34.35994 21.45551
101 4 9.9°5433 83.33181
5 21.56846 Infinite
E
E •
CL
L
N
C
N
(6
CL
10°
104 10° 10' 1W 10, 104 M�4c44�mr•M-s..,>
Inter-Electrode Spacing(feet)
Figure 21: Snow Goose Sub Res-1 Native Soil Resistivity
Imperial/Logarithmic X and Y LEGEND
103 Measured Dam
Computed R—s Curve
Soil Model
i ment Method..: c Meas u a Menne
—error...........: 9.386%
Layer Re istivity Thickness
umbel (Ohm-ml IFeet 1
• iz Infinite Infinite
A2 129.4618 0.8294403
y 3 2].611H 40.20918
1 02 9 36.99189 0.7952336
5 1341121 91.1111,.
E 6 20.33269 Infinite
E
L
.N
.N
d
N
C
CL
10'
Inter-Electrode Spacing(feet)
Figure 22: Snow Goose Sub Res-2 Native Soil Resistivity
CLK 151-1538 181614(2023-04-05)KK REV.0
32

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
Imperial/Logarithmic X and Y LEGEND
103
• fvYasuretl Data
� C—,p Results C—
� Shc hbtlel
remee Mecnoa..: �e r eaea c e e
RMS error...........: 6.281%
Re r'Laye r rvicy ne i
umber oh—) (Fee ,s
------ -------------- --------------
Ai' "' Infini
2 126.6605 1.3602 1
N 3 1"1.6-3 3.684329
10'— 9 21.35413 9.539630
5 26.4-8In1ini1e
E
E
L
N
C
N
ca
i1
a 10'
10,
0 10a 10, 102 103
Inter-Electrode Spacing(feet)
Figure 23: Corridor Location-1 Native Soil Resistivity
Imperial/Logarithmic X and Y LEGEND
103
Measuretl Dab
Computed Results Curve
Soil Abtlel
remee Mecnoa..: �e r easy t e e
RMS error...........: 14%
Layer Re r rvicy ne i
umber �0_-m) (Fee ,s
------ -------------- -------c------
Infin Infini
A2r 211.6202 1.291336
N 3 32.96961 3.496413
102 4 Y 31.94116 18.1111E
5."1 Infrnrte
E
E
O
_a
.N
.N
a
tz
a 10'
10, 10, 10' 102 103
Inter-Electrode Spacing(feet)
Figure 24: Corridor Location-2 Native Soil Resistivity
CLK 151-1538 181614(2023-04-05)KK REV.0
33

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
APPENDIX E: BASELINE RESULTS
CLK 151-1538 181614(2023-04-05)KK REV.0
34

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
V Oil
4 .:
��' u� r •I '�t �y� � f� 1 1 1 //
• f
'�►� `• ,� Legend
'•�= .. BNSF Track
Transm rssron Line and Substation Grounding System
r:
Touch Voltages (Volts)
� t+
... 9�A` I
Note:The absence of color in the plot signifies that there are no touch voltage compliance violations.The presence of color on the
plot signifies that touch voltage compliance violation is present along the colored sections of the corridor.
Figure 25: Rail Touch Voltages -Steady State - Existing 69 kV Configuration
CLK 151-1538 181614(2023-04-05)KK REV.0
35

s
IL
Kfarr'at alls Sub �• -,• r *:�
A.
1,03
O dulls
Ilk
ie
8/2
r I i
LEGFND
Snow Goose'Sub Maximum Value 17.10
u Minimum threshold 50.00
GoogleEarth
.000 rt
. - .. - . . . - . . . . • 6 M- . • 1, •
. . . . . ..- . . . . . . - . . . • • -• . . . ..
1

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
01 r
ilk
A Legend
-Y BNSP'mck
e i rransmssonLne and SuOstatgnGrmndmgSystem
Touch Voltages (Volts)
d + a
1
1
A r �
o •• •
Note:The absence of color in the plot signifies that there are no touch voltage compliance violations.The presence of color on the
plot signifies that touch voltage compliance violation is present along the colored sections of the corridor.
Figure 27: Rail Touch Voltages - Faulted 69 kV Structure 12/1 - Existing 69 kV Configuration
CLK 151-1538 181614(2023-04-05)KK RGV.0
37

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
�., {,�w• ice:: = _ 'd _ _ ,.h�-I
Lep end
BH SF Track
'r3nsm,sson Line and Substntun Grounding System
s w -
Touch Voltages(Volts)
ti.
r rr
t .
Note:The absence of color in the plot signifies that there are no touch voltage compliance violations.The presence of color on the
plot signifies that touch voltage compliance violation is present along the colored sections of the corridor.
Figure 28: Rail Touch Voltages - Faulted 69kV Structure 10/2 - Existing 69 kV Configuration
CLK 151-1538 181614(2023-04-05)KK RFV.0
38

DocuSign Envelope41 •1 1 ••
POWER
Legend
Touch Voltages(Volts)
Note:The absence of colo r in the plot signifies that there are no touch voltage compliance violations.The presence of color on the
�' � � `' ,'t•�Klamatti Falls'Su • , '�
E .
1
:�. -s I LEGEND
t �
�r�r�'^. • �7` __ 1�� Maximum Value 652.51
�r!,V'y ;��+•, � - � Minimum value 650.00
l01•'� 565�
- 1« �•-ti aiA' ' �P1� ' `^� � s eso.zs .l 'I
plot signifies that touch voltage compliance violation is present along the coloredcorridor.
Figure • I kV Configuration
1

-,� =c •,,
4.
i 1.
Klart.�a;sth Falis'$ub ,
411
;N, 10,11
%1
.'�
Legend
•i. rj \ yr. 1412' 10/2�' q� S
',.i'-� , '♦<.A1� _ LEGEND
Maximum Value 1,028.73
�j�i• _4 Minimum Value 650.00 1
�•.A. �.
�'' �` 1 j-' , •1. s 1,028.73
L 7 ; ■ '990.85
is 952.98
- •' $ .24
1 V•'• 1,+- 36
5763.62
y�1]�,
Snow GoosetSub \
Earthy . — 1 0
1

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
ni r• b
•
r
. Y
• 2� �,• TT Legend
- �+• ,. rf - I, • BNSF Track
Trsnsmimon Line and Substeton Grounding System
Touch Voltages(Volts)
/ � r
'r
rrr
Note:The absence of color in the plot signifies that there are no touch voltage compliance violations.The presence of color on the
plot signifies that touch voltage compliance violation is present along the colored sections of the corridor.
Figure 31: Rail Touch Voltages - Faulted 230 kV Structure 14/1 - Future with 230 kV Condition
CLK 151-1538 181614(2023-04-05)KK REV.0
41

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
Y
•.• ,G>'.1�, Legend
( .• B11SPTraU
A. . Transmission Line and Suastaton Gromdnq System
PML
- TWO Witages(Volts)
r :t
• — 1•.4A
f t•.Y,? 1
L
� 1
Note:The absence of color in the plot signifies that there are no touch voltage compliance violations.The presence of color on the
plot signifies that touch voltage compliance violation is present along the colored sections of the corridor.
Figure 32: Rail Touch Voltages - Faulted 230 kV Structure 17/2 - Future with 230 kV Condition
CLK 151-1538 181614(2023-04-05)KK RFV.0
42

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
APPENDIX F: MITIGATION RECOMMENDATIONS AND RESULTS
CLK 151-1538 181614(2023-04-05)KK REV.0
43

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
j%- t• `� N
.ot _ g
✓ �~ �' • .
�, • a s ,:
• �. Ar
of
i •.I f
*..7-�
Y
I
r `
r
�w
a i• J
Figure 33: Location of Proposed Mitigation Insulting Joints
CLK 151-1538 181614(2023-04-05)KK REV.0
44

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
JK
46
13
i , p
.J
v
y
.. 1 Iy
T •�
legend
- a • U
:. T.rimesion Lne ntl Sb rlimQwtlnq 9y.aeT"'�,r.georr.•..
r
LEGEND
Touch Voltages (Voltsi
Snow Goos6lSub Maximum Value 9.()4
Minimum threshold 00
Crogle Earth
Note:The absence of color in the plot signifies that there are no touch voltage compliance violations.The presence of color on the
plot signifies that touch voltage compliance violation is present along the colored sections of the corridor.
Figure 34: Mitigated Rail Touch Voltages—Steady State— Future with 230 kV Configuration
CLK 151-1538 181614(2023-04-05)KK REV.0
45

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS, INC.
tit
j `.
•
f-
� Legend ►•
'• BHSF Track
■ . U
1 •. Trensmissao Lne and SuDststnn Cioundng System 111.1otGeome7 ?
e .
Touch Voltages (Volts)
AL
;i
... -
Note:The absence of color in the plot signifies that there are no touch voltage compliance violations.The presence of color on the
plot signifies that touch voltage compliance violation is present along the colored sections of the corridor.
Figure 35: Mitigated Rail Touch Voltages - Faulted 69 kV Structure 4/1 - Future with 230 kV
Configuration
CLK 151-1538 181614(2023-04-05)KK REV.0
46

Falls-SuIce
b
•�' z. 103 �z
16/2/�14`/2`'
all
e- r �/ • �� Touch Voltages (Volts)
fv' • ' ' LEGEND
' '7 • Snow GoosOSub •�-' Maximum Value 439.44 O
IIIIi� Minimum threshold 650.00
A
J � \GOOgle Earth r +� 40001 \
1

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
Al
`tad t' ; •tl .
ir I
A y
OF
A IN
Legmd
Y• ��
.. BNSF TmU
s U
. r ..r mnsm osm Lne ana Su05tatgtt Gomanq System(LLWrtiGeometrA (
.y
.♦� i •�.�
�I
Voltages (Volts)
.k •
t t
r
t
Note:The absence of color in the plot signifies that there are no touch voltage compliance violations.The presence of color on the
plot signifies that touch voltage compliance violation is present along the colored sections of the corridor.
Figure 37: Mitigated Rail Touch Voltages - Faulted 69 kV Structure 9/1 - Future with 230 kV
Configuration
CLK 151-1538 181614(2023-04-05)KK REV.0
48

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
R■ M
e[ t�
- i.wna
•.BW rnd
w �
OP
� • Trwnm•fml.ktw wn05�YRrr Cianbf.•9rrm11 A1AtC1.i om.try�
r O
P Touch Voltages(Volts)
` • 00 •
f
Note:The absence of color in the plot signifies that there are no touch voltage compliance violations.The presence of color on the
plot signifies that touch voltage compliance violation is present along the colored sections of the corridor.
Figure 38: Mitigated Rail Touch Voltages - Faulted 230 kV Structure 4/1 - Future with 230 kV
Configuration
CLK 151-1538 181614(2023-04-05)KK REV.0
49

DocuSign Envelope ID:CFCB3E12-5407-4212-8E60-B305F87963AB
POWER ENGINEERS,INC.
13
1 7 z
e
s "�e
710,12
- e
� • U
'.T�_SwLM re Sues mtontranenp yys�mi,AUrt,Gsv+rery�
•0
IV
71
e 3D viewer
Touch Voltages(VoltsLEGEND
i
Maximum Value 376.33
Sn
• •• "'
•.•
Note:The absence of color in the plot signifies that there are no touch voltage compliance violations.The presence of color on the
plot signifies that touch voltage compliance violation is present along the colored sections of the corridor.
Figure 39: Mitigated Rail Touch Voltages - Faulted 230 kV Structure 611 - Future with 230 kV
Configuration
CLK 151-1538 181614(2023-04-05)KK REV.0
50

AAD
ill
GO,
lamath IF Sub
•� ,� d " r
4/1
` = 12/1�
t iI` •�
te
APW
Touch Voltages(Volts)
•.� ,v t� \ LEGEND
Maximum value 391.57
Snow Goose`Sub Minimum threshol 650.00 1
` j i
Google Earth \
=0co z
1

ATTACHMENT B
to
PacifiCorp Notice of Affiliate Transaction

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
JLL
Jones Lang LaSalle Brokerage, Inc.
2650 Lou Menk Drive—MOB2
Fort Worth,TX 76131
817-352-1035
July 18, 2024
PacifiCorp 23W-19060
Attention: Mr. Scott Mease
825 NE Multnomah Street, Suite 1700
Portland, OR 97232
Dear Mr. Mease:
Enclosed please find one (1) fully executed Electric License Agreement. A copy of the executed agreement must
be available upon request at the job site as authorization to do the work. Please contact BASF's Scheduling
Agent at wilsoncomnanu utility,icAwilsonco.com or 816-556-3624 at leastfifteen (15)days in advance of entry
and BEFORE YOU DIG, CALL [phone](option 1).
Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the premises
completes the safety orientation program at the website www.BNSFcontractor.com prior to entering upon the
premises. The certification is good for one year, and each person entering the premises must possess the card
certifying completion.
No encroachment above,below or on BNSF Right-of-Way will be allowed without the presence of an Inspector
Coordinator and Flagman. You must contact BNSF's Scheduling Agent to arrange for those services. The
scheduling agent maybe contacted at wilsoncompanv.utiliU.ickwilsonco.com or 816-556-3624. The installation
contractor must comply with all applicable sections of this agreement, including the requirements of section 16
regarding safety requirements prior to encroaching on BNSF Right-of-Way. The installation contractor must
present and maintain a copy of the executed agreement on site for the duration of the installation activities.
Please note that a copy of the executed agreement must be available upon request at job site(s) allowing
authorization to do the work.
If you need additional information,please contact me at(817) 352-1035.
Sincerely,
Katie Robles
Manager Permits
Enclosure
cc: wilsoncompanv.utiliU.ic&wilsonco.com
Dennis Hannahs -BNSF Roadmaster—[e-mail]

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
LICENSE FOR ELECTRIC SUPPLY LINE
ACROSS OR ALONG RAILWAY PROPERTY
(Electric Light, Power Supply, Irrespective of Voltage, Overhead or Underground)
THIS LICENSE FOR ELECTRIC SUPPLY LINE ("License") is made to be effective July 23rd, 2024 (the "Effective
Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and PACIFICORP, an Oregon
corporation ("Licensee").
In consideration of the mutual covenants contained herein, the parties agree to the following:
GENERAL
1. Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and
estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other
encumbrances, and upon the terms and conditions set forth below, to construct and maintain, in strict accordance
with the drawings and specifications approved by Licensor as part of Licensee's application process(the"Drawings
and Specifications"),an electric supply line containing a maximum of one(1)new neutral line and three(3)existing
conductors, together with its supporting or containing structures (collectively, the "Electric Supply Line"), across
or along Licensor's rail corridor at or near the station of Tangent, County of Linn, State of Oregon, Line Segment
0442, Mile Post 106.35 as shown on the attached Drawing No. 89219, dated November 20, 2023, attached hereto
as Exhibit "A" and incorporated herein by reference (the "Premises").
2. Term. This License shall commence on the Effective Date and shall continue for a period of twenty-five (25)years,
subject to prior termination as hereinafter described.
3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees,
licensees, easement beneficiaries or lien holders, if any, or interfere with the use, repair, maintenance or
replacement of such improvements.
4. Use of the Premises. Licensee shall use the Premises solely for construction, maintenance, and use of the Electric
Supply Line in accordance with the Drawings and Specifications. Licensee shall not use the Premises for any other
purpose and Licensee is expressly prohibited from using or allowing any telecommunication facilities or equipment
within the Premises or using or allowing the use of the Premises for any other purpose.
5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or
permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without
Licensor's prior written consent.
COMPENSATION
6. License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of Three Thousand Seven Hundred
and No/100 Dollars ($3,700) as compensation for the use of the Premises.
7. Costs and Expenses.
7.1 For the purpose of this License, "cost" or"costs" and "expense" or "expenses" includes, but is not limited
to, actual labor and material costs including all assignable additives, and material and supply costs at
current value where used.
7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and
expenses incurred by Licensor in connection with Licensee's use of the Premises or the presence,
construction and maintenance of the Electric Supply Line, including but not limited to the furnishing of
Licensor's flaggers and any vehicle rental costs incurred, inspection coordination, safety, mobilization
and/or other observation services described in this License (collectively, the "Services"). Licensee shall
bear the cost of the Services when deemed necessary by Licensor's representative. Flagging costs shall
-1 - Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-
half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays
(as applicable); railway and unemployment insurance; public liability and property damage insurance;
health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor
or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may
increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to
calculate the flagging costs pursuant to this Section 7.
7.3 Licensor, at its sole discretion, may elect to designate a third party (the "Scheduling Agent"), to perform
and/or arrange for the performance of the Services.
8. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies
due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum
from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last published in The Wall
StreetJournal in the preceding December plus two and one-half percent(2-1/2%),or(ii)the maximum rate permitted
by law.
LICENSOR'S RESERVED RIGHTS
9. Reserved Rights of Use. Licensor excepts and reserves the right,to be exercised by Licensor and any other parties
who may obtain written permission or authority from Licensor:
9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication
pipe/lines/cables and appurtenances (other than the Electric Supply Line) and other facilities or structures
of like character upon, over, under or across the Premises existing as of the Effective Date;
9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities,
structures and related appurtenances upon, over, under or across the Premises; or
9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor
uses all commercially reasonable efforts to avoid material interference with the use of the Premises by
Licensee for the purpose specified in Section 4 above.
10. Right to Require Relocation. If at any time during the term of this License, Licensor desires the use of its rail corridor
in such a manner as would, in Licensor's reasonable opinion, be interfered with by the Electric Supply Line, Licensee
shall, at its sole expense, within thirty (30) days after receiving written notice from Licensor to such effect, make
such changes in the Electric Supply Line as in the sole discretion of Licensor may be necessary to avoid interference
with the proposed use of Licensor's rail corridor, including, without limitation, the relocation of the Electric Supply
Line, or the construction of a new electric line to replace the Electric Supply Line. Notwithstanding the foregoing,
Licensee agrees to make all emergency changes and minor adjustments, as determined by Licensor in its sole
discretion, to the Electric Supply Line promptly upon Licensor's request.
LICENSEE'S OPERATIONS
11. Construction and Maintenance of the Electric Supply Line.
11.1 Licensee shall not enter the Premises or commence construction unless accompanied by Licensor's
representative, the Scheduling Agent or its designee. Licensee shall notify Licensor's Roadmaster, Dennis
Hannahs at [e-mail], telephone [phone], at least ten (10) business days prior to
installation of the Electric Supply Line and prior to entering the Premises for any subsequent maintenance
thereon. In the event of emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises
at the telephone number above as soon as practicable and shall promptly thereafter follow up with written
notice of such entry.
-2- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
11.2 Licensee's on-site supervisors shall retain/maintain a fully executed copy of this License at all times while
on the Premises.
11.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks
to the other.
11.4 Any contractors or subcontractors performing work on the Electric Supply Line or entering the Premises on
behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License.
11.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity
using mechanized equipment and/or machinery,or place or store any mechanized equipment,tools or other
materials,within twenty-five (25)feet of the centerline of any railroad track on the Premises unless Licensee
has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all
activities on and about the Premises, including without limitation all construction and maintenance of the
Electric Supply Line, in such a manner and of such materials as not at any time to endanger or interfere
with (i) the existence or use of present or future tracks, roadbeds, or property of Licensor, (ii) the safe
operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. If
ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition,
Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that
Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature
thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe.
Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the
liability allocation provided by this License.
11.6 Licensee shall, at its sole cost and expense, construct and maintain the Electric Supply Line in such a
manner and of such material that the Electric Supply Line will not at any time endanger or interfere with (i)
the existence or use of present or future tracks, roadbeds, or property of Licensor, (ii) the safe operation
and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. The
construction of the Electric Supply Line shall be completed within one (1) year of the Effective Date, and
any subsequent maintenance shall be completed within one (1) year of initiation. Within fifteen (15) days
after completion of the construction of the Electric Supply Line or the performance of any subsequent
maintenance thereon, Licensee shall, at Licensee's own cost and expense, restore the Premises to
substantially their state as of the Effective Date, unless otherwise approved in advance by Licensor in
writing. On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost
and expense, surrender the Premises to Licensor pursuant to the terms and conditions set forth in Section
24 hereof.
11.7 Licensor may direct one or more of its field engineers or inspectors to observe or inspect the construction
and/or maintenance of the Electric Supply Line at any time for compliance with the Drawings and
Specifications and Legal Requirements (defined below). Licensee shall reimburse Licensor for the cost of
such observation or inspection related services pursuant to Section 8. If ordered at any time to halt
construction or maintenance of the Electric Supply Line by Licensor's personnel due to non-compliance
with the Drawings and Specifications or any other hazardous condition, Licensee shall immediately do so.
Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to
observe or inspect, or to halt work on, the Electric Supply Line, it being solely Licensee's responsibility to
ensure that the Electric Supply Line is constructed and maintained in strict accordance with the Drawings
and Specifications and in a safe and workmanlike manner in compliance with all terms hereof. Neither the
exercise of, nor the failure by Licensor to exercise, any right granted by this Section will alter in any way
the liability allocation provided by this License. If at any time Licensee shall, in the sole judgment of
Licensor, fail to properly perform its obligations under this Section 11, Licensor may, at its option and at
Licensee's sole expense, arrange for the performance of such work as it deems necessary for the safety of
its operations and activities. Licensee shall promptly reimburse Licensor for all costs and expenses of such
work, pursuant to the terms of Section 8. Licensor's failure to perform any obligations of Licensee shall
not alter the liability allocation hereunder.
-3- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
11.8 Licensee shall, at its sole cost and expense, construct and at all times maintain the Electric Supply Line in
accordance with the National Electric Safety Code.
11.9 If the operation or maintenance of the Electric Supply Line at any time causes interference, including but
not limited to physical interference from electromagnetic induction, electrostatic induction, or from stray or
other currents, with the facilities of Licensor or of any lessee or licensee of Licensor, or in any manner
interfere with the operation, maintenance, or use by Licensor of its right-of-way, tracks, structures, pole
lines, signal and communication lines, radio, or other equipment, devices, other property or appurtenances
thereto, Licensee agrees immediately to make such changes in the Electric Supply Line and furnish such
protective devices and/or replacement equipment to Licensor and its lessees or licensees as shall be
necessary, in the judgment of Licensor's representative, to eliminate such interference. The cost of such
protective devices and their installations shall be borne solely by Licensee. If any of the interference
covered by this Section 11.9 shall be, in the judgment of Licensor, of such importance to the safety of
Licensor's operations as to require immediate corrective action, Licensee, upon notice from Licensor, shall
either, at Licensor's election, cease using the Electric Supply Line for any purpose whatsoever and remove
same, or reduce the voltage or load on the Electric Supply Line, or take such other interim protective
measures as Licensor may deem advisable, until the protective devices and/or replacement equipment
required by this Section 11.9 have been installed, put in operation, tested, and found to be satisfactory to
correct the interference.
11.10 Licensee shall, at its sole cost and expense, remove all combustible material from around wooden poles
on the Premises, if any, and will at all times keep the space around such poles free of such material, and if
removal of such combustible material shall not be attended to with fifteen (15) days after having been
requested by Licensor to do so, Licensor shall have the right itself to perform the work and Licensee hereby
agrees to reimburse Licensor for the expense so incurred.
12. Boring and Excavation.
12.1 Prior to Licensee conducting any boring,excavation,or similar work on or about any portion of the Premises,
Licensee shall contact the applicable State's call-before-you-dig utility location service to have 3rd parties
mark the location of utilities. Licensee shall explore the proposed location for such work with hand tools to
a depth of at least three (3) feet below the surface of the ground to determine whether pipelines or other
structures exist below the surface, provided, however, that in lieu of the foregoing hand-tool exploration,
Licensee shall have the right to use suitable detection equipment or other generally accepted industry
practice (e.g., consulting with the State Infrastructure Corporation) to determine the existence or location
of pipelines and other subsurface structures prior to drilling or excavating with mechanized equipment.
Licensee shall request information from Licensor concerning the existence and approximate location of
Licensor's underground lines, utilities, and pipelines at or near the vicinity of the proposed Electric Supply
Line by contacting Licensor's Telecommunications Helpdesk, currently at 1-800-713-3599 (option 1), at
least ten (10) business days prior to installation of the Electric Supply Line. Upon receiving Licensee's
timely request, Licensor will provide Licensee with the information Licensor has in its possession regarding
any existing underground lines, utilities, and pipelines at or near the vicinity of the proposed Electric Supply
Line and, if applicable, identify the location of such lines on the Premises pursuant to Licensor's standard
procedures. Licensor does not warrant the accuracy or completeness of information relating to subsurface
conditions of the Premises and Licensee's operations will be subject at all times to the liability provisions
herein.
12.2 For all bores greater than 26-inch diameter and at a depth less than 10.0 feet below bottom of rail, a soil
investigation must be performed by Licensee and reviewed by Licensor prior to construction. This study is
to determine if granular material is present, and to prevent subsidence during the installation process. If
the investigation determines in Licensor's reasonable opinion that granular material is present, Licensor
may select a new location for Licensee's use, or may require Licensee to furnish for Licensor's review and
approval, in Licensor's sole discretion, a remedial plan to deal with the granular material. Once Licensor
has approved any such remedial plan in writing, Licensee shall, at Licensee's sole cost and expense, carry
out the approved plan in accordance with all terms thereof and hereof.
-4- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
12.3 Any open hole, boring,or well constructed on the Premises by Licensee shall be safely covered and secured
at all times when Licensee is not working in the actual vicinity thereof. Following completion of that portion
of the work, all holes or borings constructed on the Premises by Licensee shall be:
12.3.1 filled in to surrounding ground level with compacted bentonite grout; or
12.3.2 otherwise secured or retired in accordance with any applicable Legal Requirement. No excavated
materials may remain on Licensor's property for more than ten (10) days, but must be properly
disposed of by Licensee in accordance with applicable Legal Requirements.
LIABILITY AND INSURANCE
13. LiabilitV and Indemnification.
13.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies,
partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and
agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes
of action, suits, demands, judgments, and expenses (including, without limitation, court costs, reasonable
attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs)
environmental or otherwise; and (c) "Licensee Parties" means Licensee and Licensee's officers, agents,
invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them,
or any party they control or exercise control over.
13.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS
CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR,
FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO (IN WHOLE OR
IN PART):
13.2.1 THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL PROVISIONS,
13.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE,
13.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES,
13.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR
CONTRIBUTED TO BY LICENSEE, OR
13.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY.
13.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES, AND
WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL
CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A GENERATOR,
OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS
AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS (DEFINED BELOW). NOTHING IN
THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S
COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY
AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S
COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND
DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS
LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES
AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR
THE ENVIRONMENTAL CONDITION OF THE PREMISES.
-5- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
13.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF
ANY INDEMNITEE,TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL,AND SHALL
CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES
HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE
OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF
EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS
THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE
LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE
RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL
STATUTE.
13.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES
ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM
OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR
STRICT LIABILITY OF ANY INDEMNITEE.
13.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other
proceeding brought against any Indemnitee by any entity, relating to any matter covered by this License for
which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee.
Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable
attorneys'fees, investigators'fees, litigation and appeal expenses, settlement payments, and amounts paid
in satisfaction of judgments.
14. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES,
EQUIPMENT,OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY,
AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF,WHETHER OR
NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
15. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the term of this License the
following insurance coverage:
15.1 Commercial General Liability"CGL" Insurance.
a. The policy will provide a minimum of $2,000,000 per occurrence and an aggregate limit of at least
$4,000,000 but in no event will the coverage be in an amount less than the amount otherwise carried
by Licensee. Coverage must be purchased on a post 2004 ISO occurrence form or equivalent and
include coverage for, but not limited to, the following:
■ Bodily Injury and Property Damage
■ Personal Injury and Advertising Injury
■ Fire legal liability
■ Products and completed operations
■ Contractual Liability for an "Insured Contract" consistent with the definition under the standard ISO
general liability policy form.
b. This policy will include the following endorsements or language,which shall be indicated on or attached
to the certificate of insurance:
■ The definition of"Insured Contract"will be amended to remove any exclusion or other limitation for
any work being done within 50 feet of Licensor's property;
■ Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle
Brokerage, Inc.to include coverage for ongoing operations and completed operations;
■ Separation of insureds;
• The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
-6- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
c. The parties agree that the workers' compensation and employers' liability related exclusions in the CGL
policy(s) are intended to apply to employees of the policyholder and will not apply to Licensor's
employees.
d. No other endorsements that limit coverage with respect to Licensee's obligations under this agreement
may be included on the policy.
15.2 Business Automobile Insurance
a. The insurance will provide minimum coverage with a combined single limit of at least $1,000,000 per
accident, and include coverage for, but not limited to the following:
■ Bodily injury and property damage.
■ Any and all vehicles owned, used or hired.
b. The policy will include the following endorsements or language, which will be indicated on or attached
to the certificate of insurance:
• Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor;
• Separation of insureds;
■ The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
15.3 Workers' Compensation and Employers' Liability Insurance
a. The policy will provide coverage of all employees performing any part of the work or services
including coverage for, but not limited to:
■ Licensee's statutory liability under the workers'compensation laws of the state(s)in which the work
or services are to be performed. The policy will cover all of Licensee's employees, regardless of
whether such coverage is optional under the law of that state(s).
■ Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease
policy limit, $500,000 by disease each employee.
b. The policy will include contain the following endorsements or language, which shall be indicated on or
attached to the certificate of insurance:
■ Waiver of subrogation in favor of and acceptable to Licensor.
15.4 Railroad Protective Liability Insurance. The policy will name only Licensor as the Insured and will provide
coverage of at least$2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained
under this policy shall only be effective during the initial installation and/or construction of the Electric Supply
Line. THE CONSTRUCTION OF THE ELECTRIC SUPPLY LINE SHALL BE COMPLETED WITHIN ONE
(1) YEAR OF THE EFFECTIVE DATE. If further maintenance of the Electric Supply Line is needed at a
later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy will be
issued on a standard ISO form CG 00 35 12 04 and include the following:
■ Endorsed to include the Pollution Exclusion Amendment.
■ Endorsed to include the Limited Seepage and Pollution Endorsement.
■ Endorsed to remove any exclusion for punitive damages.
■ Endorsed to include Evacuation Expense Coverage Endorsement.
■ No other endorsements restricting coverage may be added.
■ The original policy must be provided to Licensor and Licensee shall not perform any work or services
of any kind under this agreement until Licensor has reviewed and approved the policy.
■ The definition of"Physical Damage to Property"will be endorsed to read: "means direct and accidental
loss of or damage to all property owned by any named insured and all property in any named insured's
care, custody and control (including, but not limited to rolling stock and their contents, mechanical
construction equipment or motive power equipment, railroad tracks, roadbeds, catenaries, signals,
tunnels, bridges and buildings) arising out of the acts or omissions of the contractor named on the
Declarations."
-7- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
In lieu of providing a Railroad Protective Liability Policy,for a period of one (1)year from the Effective Date,
Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to
Licensee or its contractor. The limits of coverage are the same as above. The cost is $506.00.
Aj Licensee elects to participate in Licensor's Blanket Policy;
❑ Licensee declines to participate in Licensor's Blanket Policy.
15.5 Other Requirements:
15.5.1 Where allowable by law, no exclusion for punitive damages may be included in any policy.
15.5.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against
Licensor. In addition, Licensee's insurers, through the terms of the policy or policy endorsement,
waive their right of subrogation against Licensor for all claims and suits. Licensee further waives
its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss
of Licensee's owned or leased property or property under Licensee's care, custody, or control.
15.5.3 Allocated Loss Expense, including but not limited to defense costs and expenses,will be in addition
to all policy limits for coverage under the insurance requirements.
15.5.4 Licensee is not allowed to self-insure without the prior written consent of Licensor. If Licensor
allows Licensee to self-insure, Licensee shall directly cover any self-insured retention or other
financial responsibility for claims in lieu of insurance. Any and all Licensor liabilities that would
otherwise be covered by Licensee's insurance in accordance with the provisions of this agreement,
will be covered as if Licensee elected not to include a self-insured retention or other financial
responsibility for claims.
15.5.5 Prior to entering the Premises or commencing the services or work, Licensee shall furnish to
Licensor an acceptable certificate(s)of insurance from an authorized representative evidencing the
required coverage(s), endorsements, and amendments.
15.5.6 Licensee shall notify BNSF in writing at least 30 days prior to any cancellation, non-renewal,
substitution or material alteration of any insurance requirement.
15.5.7 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or
with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in
the state(s) in which the service is to be provided.
15.5.8 If the coverage provided by any of the insurance policies required by this agreement is purchased
on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of
three years after expiration, cancellation or termination of this agreement.
15.5.9 Licensee agrees to provide evidence to Licensor that it has the required coverage in place at least
annually or in the event of a renewal or material change of coverage.
15.5.10 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance
agent(s)/broker(s), and that Licensee has instructed them to procure the insurance coverage
required by this License.
15.5.11 Not more frequently than once every five years, Licensor may, at its discretion, reasonably modify
the insurance requirements to reflect the then-current risk management practices in the railroad
industry and underwriting practices in the insurance industry.
15.5.12If Licensee will subcontract any portion of the operation, Licensee shall require that the
subcontractor provide and maintain insurance coverage(s)as set forth herein, naming Licensor as
-8- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
an additional insured. In addition, Licensee shall require that the subcontractor shall release,
defend and indemnify Licensee to the same extent and under the same terms and conditions as
Licensee is required to release, defend and indemnify Licensor under this agreement.
15.5.13 Failure to provide evidence as required by this section shall entitle, but not require, Licensor to
terminate this License immediately. Acceptance of a certificate that does not comply with this
section shall not operate as a waiver of Licensee's obligations hereunder.
15.5.14 The fact that Licensee obtains insurance (including, without limitation, self-insurance) shall not
release or diminish Licensee's liabilities or obligations including,without limitation,the liabilities and
obligations under the indemnity provisions of the License. Damages recoverable by Licensor shall
not be limited by the amount of the required insurance coverage.
15.5.15 In the event of a claim or lawsuit involving Licensor arising out of this Agreement, Licensee will
make the policy covering such claims or lawsuits available to Licensor.
15.5.16 If Licensee maintains broader coverage and/or higher limits than the minimum
requirements in this Agreement, Licensor requires and shall be entitled to the broader coverage
and/or the higher limits. Any available insurance proceeds in excess of the specified minimum
limits of insurance and coverage shall be available to Licensor.
15.5.17 These insurance provisions are intended to be a separate and distinct obligation on the part of the
Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby
regardless of whether or not indemnity provisions are determined to be enforceable in the
jurisdiction in which the work or services performed under this License is performed.
15.5.18 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", "BNSF
Railway Company" and the subsidiaries, successors, assigns and affiliates of each.
COMPLIANCE WITH LAWS, REGULATIONS,AND ENVIRONMENTAL MATTERS
16. Compliance with Laws, Rules, and Regulations.
16.1 Licensee shall observe and comply with any and all applicable federal, state, local and tribal laws, statutes,
regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction
("Legal Requirements") relating to the construction, maintenance, and use of the Electric Supply Line and
the use of the Premises.
16.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of
Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees,
contractors, agents or invitees entering upon the Premises completes the safety orientation program at the
Website "www.BNSFcontractor.com" (the "Safety Orientation")within one year prior to entering upon the
Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors,
agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon
the Premises. Licensee must renew (and ensure that its contractors, agents or invitees, as applicable,
renew)the Safety Orientation annually.
16.3 Licensee shall obtain on or before the date it or its contractor enters the Premises, any and all additional
rights-of way, easements, licenses and other agreements relating to the grant of rights and interests in
and/or access to the Premises (collectively, the "Rights") and such other rights, licenses, permits,
authorizations, and approvals (including without limitation, any necessary local, state, federal or tribal
authorizations and environmental permits) that are necessary in order to permit Licensee to construct,
maintain, own and operate the Electric Supply Line and otherwise to perform its obligations hereunder in
accordance with the terms and conditions hereof.
-9- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
16.4 Licensee shall either require that the initial stated term of each such Rights be for a period that does not
expire, in accordance with its ordinary terms, prior to the last day of the term of this License or, if the initial
stated term of any such Right expires in accordance with its ordinary terms on a date earlier than the last
day of the term of this License, Licensee shall, at its cost, exercise any renewal rights thereunder, or
otherwise acquire such extensions, additions and/or replacements as may be necessary, in order to cause
the stated term thereof to be continued until a date that is not earlier than the last day of the term of this
License.
16.5 Upon the expiration or termination of any Right that is necessary in order for Licensee to own, operate or
use the Electric Supply Line in accordance with the terms and conditions of this License, this License
thereby shall automatically expire upon such expiration or termination of the Right.
17. Environmental.
17.1 Licensee shall strictly comply with all federal, state and local environmental Legal Requirements and
regulations in its use of the Premises, including, but not limited to,the Resource Conservation and Recovery
Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials
Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall
not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by
Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous
substances, as defined by Environmental Laws on or about the Premises.
17.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as
"hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state,
or local governmental agency or body on the Premises. Licensee agrees periodically to furnish Licensor
with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 17.2.
17.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at(800)832-5452
of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of
Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing
Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to
promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor
immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to
or otherwise cure such release or violation.
17.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in
any way with respect to the Electric Supply Line which occurred or may occur during the term of this
License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to
investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or
Licensor's right-of-way.
17.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known
to Licensee which create a risk of harm to persons, property or the environment and shall take whatever
action is necessary to prevent injury to persons, property, or the environment arising out of such conditions
or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any
obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request
for information regarding said conditions or activities.
DISCLAIMER OF WARRANTIES
18. No Warranties.
18.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS
LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR
IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR
OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL
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Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST
BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
18.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS
OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED
HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S CONSTRUCTION,
MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE ELECTRIC SUPPLY LINE WILL
VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES,
INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY
THIRD PARTY.
19. Disclaimer of Warranty for Quiet Enloyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES
NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO
COVENANT OF QUIET ENJOYMENT IS MADE.
20. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any
interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable
(i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid
in advance, or(ii)for any damages or costs Licensee sustains in connection with the eviction.
LIENS AND TAXES
21. Liens and Charges. Licensee shall promptly pay and discharge any and all liens arising out of any construction,
alterations or repairs done, suffered or permitted to be done by Licensee on the Premises. Licensor is hereby
authorized to post any notices or take any other action upon or with respect to the Premises that is or may be
permitted by law to prevent the attachment of any such liens to the Premises; provided, however, that failure of
Licensor to take any such action shall not relieve Licensee of any obligation or liability under this Section 21 or any
other Section of this License.
22. Taxes. Licensee shall pay when due any taxes, assessments or other charges (collectively, "Taxes") levied or
assessed by any governmental or quasi-governmental body upon the Electric Supply Line or any other
improvements constructed or installed on the Premises by or for Licensee (collectively, the "Improvements") or
any Taxes levied or assessed against Licensor or the Premises that are attributable to the Improvements.
DEFAULT, TERMINATION, AND SURRENDER
23. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide
evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be
events of default pursuant to which Licensor has the right to terminate as set forth below:
23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License
and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by
Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor
may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee.
Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if
Licensee fails to provide evidence of insurance as required in Section 15.
23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting
of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of
this License, Licensor may,at its option,terminate this License by serving five(5)days'notice of termination
upon Licensee.
23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this
License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability
-11 - Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to,
and not in limitation of, any other remedies that Licensor may have at law or in equity.
23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence
of insurance or occurrence of defaults as described above, this License may be terminated by either party,
at any time, by serving thirty(30)days'written notice of termination upon the other party. Such termination
shall not release either party hereto from any liability or obligation under the License, whether of indemnity
or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or
thereafter in case by the terms of the License it is provided that anything shall or may be done after
termination hereof.
24. Surrender of the Premises.
24.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and
expense:
24.1.1 if so directed by Licensor in writing, remove the Improvements, the Electric Supply Line and all
appurtenances thereto, or, at the sole discretion of Licensor, appropriately decommission the
Electric Supply Line with a method satisfactory to Licensor;
24.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing
out of, or connected with Licensee's use of the Premises;
24.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and
24.1.4 leave the Premises in substantially the condition which existed as of the Effective Date or as
otherwise agreed to by Licensor.
24.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor
or if Licensee fails to complete its obligations under Section 24.1 above (the "Restoration Obligations"),
Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee
to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall
continue in effect until the Premises are surrendered and the Restoration Obligations are completed.
Neither termination nor expiration shall release Licensee from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date
of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration
Obligations are completed.
24.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such
termination of its tenancy, then Licensor may, at its election, either: (i) remove the Electric Supply Line and
the other Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty
(30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to
Licensee, take and hold the Electric Supply Line and the other Improvements and personal property as its
sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's
obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore.
Further, if Licensor has consented to the Electric Supply Line and the other Improvements remaining on
the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form
acceptable to Licensor conveying the Electric Supply Line and the other Improvements to Licensor for no
additional consideration.
MISCELLANEOUS
25. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and
be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each
such successor and assign was named a party to this License.
-12- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
26. Assignment.
26.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest
herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of
Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted
assignment by Licensee in violation of this Section 26 shall be a breach of this License and, in addition,
shall be voidable by Licensor in its sole and absolute discretion.
26.2 For purposes of this Section 26, the word "assign" shall include without limitation (a) any sale of the equity
interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale
own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity
interests of Licensee, (b)any sale of all or substantially all of the assets of(i) Licensee and (ii)to the extent
such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization,
recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any
reorganization, recapitalization, merger or consolidation following which the equity interest holders of
Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly
or indirectly, at least 50% of the combined voting power of the outstanding voting equity interests of
Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger
or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND
WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN
LICENSOR'S SOLE DISCRETION.
26.3 Notwithstanding the provisions of Section 26.1 above or anything contained in this License to the contrary,
if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of
the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"),
the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be
deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this
License, including but not limited to the obligation to comply with the provisions of Section 15 above
concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself,
its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any
nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related
to (in whole or in part) a Purported Assignment. The provisions of this Section 26.3 shall survive the
expiration or earlier termination of this License.
26.4 Licensor shall have the right to transfer and assign, in whole or part, all of its rights and obligations under
this License, and upon any such transfer or assignment, Licensor shall be released from any further
obligations hereunder and Licensee agrees to look solely to the successor in interest of Licensor for the
performance of such obligations.
27. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other
shall be in writing and the same shall be given and shall be deemed to have been served and given if(i) placed in
the United States mail, certified, return receipt requested,or(ii)deposited into the custody of a nationally recognized
overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to
such other address as the party to be notified may designate by giving the other party no less than thirty (30)days'
advance written notice of such change in address.
If to Licensor: Jones Lang LaSalle Brokerage, Inc.
2650 Lou Menk Drive—MOB2
Fort Worth, TX 76131
Attn: Permits/Licenses
with a copy to: BNSF Railway Company
2650 Lou Menk Dr.
Fort Worth, TX 76131
Attn: Senior Manager Real Estate
-13- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
If to Licensee: PacifiCorp
825 NE Multnomah Street, Suite 1700
Portland, OR 97232
Attn: Scott Mease
28. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of
termination or expiration, or, if later, the date when the Electric Supply Line and the other Improvements are
removed and the Restoration Obligations are completed in accordance with the terms hereof.
29. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public
record.
30. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be
decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions.
31. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held
to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or
invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License.
32. Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all
matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the
parties hereto relating to Licensee's use of the Premises as described herein. However, nothing herein is intended
to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in
any prior written agreement between the parties.
33. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of
Licensee herein contained shall be the joint and several covenants and agreements of such parties.
34. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right
of Licensor to enforce that provision for any subsequent breach thereof.
35. Interpretation.
35.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based
upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to
the principle that a contract would be construed against the party which drafted the same. Article titles,
headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of
reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The
exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the
same extent as if they were set forth verbatim herein.
35.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation"
whether or not they are in fact followed by such words or words of like import; "writing", "written" and
comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible
form; references to any person are also to that person's successors and permitted assigns; "hereof',
"herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article,
section, or other subdivision hereof or attachment hereto; references to any gender include references to
the masculine or feminine as the context requires; references to the plural include the singular and vice
versa; and references to this License or other documents are as amended, modified or supplemented from
time to time.
36. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be
deemed an original but which together shall constitute one and the same instrument, and the signature pages from
any counterpart may be appended to any other counterpart to assemble fully executed documents, and counterparts
-14- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
of this License may also be exchanged electronically and any electronic version of any party's signature shall be
deemed to be an original signature for all purposes.
37. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway
Company.
END OF PAGE—SIGNATURE PAGE FOLLOWS
-15- Form 421; Rev.20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313
Tracking#23W-19060
This License has been duly executed by the parties hereto as of the Effective Date.
LICENSOR:
BNSF Railway Company, a Delaware corporation
By: Jones Lang LaSalle Brokerage, Inc.
2650 Lou Menk Drive— MOB2
Fort Worth, TX 76131
D—Sig-d by:
By.
Yj�VICI
E�y-"'PUT7917a v, I I egas
Title: vice President, Permits
LICENSEE:
PacifiCorp, an Oregon corporation
By: i"rpa&zit.
By James Palmer
Title: Manager, Right of Way Department
- 16- Form 421; Rev. 20200605

Docusign Envelope ID:54B223A4-012D-465C-AA78-1C01A1340313 TRACKING NO. 23W-19060
cm
co
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12
EXHIBIT "A" 11,
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SCALE:1 IN = 100 FT SECTION: 15 2
NORTHWEST DIV. TOWNSHIP & RANGE:
PNWR SUBDIV. 12S 4W
L.S. 0442 MP: 106.35 z MERIDIAN: WILLM
DATE: 11/20/2023 Q N
NOTE: m
ALL TRACKAGE AND IMPROVEMENTS IN TRACK CORRIDOR Q
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NOTE:
EXISTING ELECTRIC WIRELINE BY
UNKNOWN AGREEMENT
DESCRIPTION OF WIRES OVER TRACK
WIRES LOCATED AS SHOWN BOLD
DISTANCE ABOVE CLEARS RAILWAY
TYPE NUMBER VOLTAGE TOP OF RAIL COMPANY'S WIRES
ELECTRIC 3-EXISTING 20.78 KV
NEUTRAL 1 -NEW - 33'1"
TANGENT
COUNTY OF LINN STATE OF OR NRH
REVISION 2 DRAWING NO. 89219

ATTACHMENT C
to
PacifiCorp Notice of Affiliate Transaction

DocuSign Envelope ID:5C4DD3DF-9959-4E80-9AA0-F1F3A44103DD
JLL
Jones Lang LaSalle Brokerage, Inc.
2650 Lou Menk Drive,M062
Fort Worth,TX 76131
Tel [phone]
May 29, 2024
PacifiCorp 24W-19976
Attention: Mr. Imogen Taylor
825 NE Multnomah Street, Suite 1700
Portland, OR 97232
Dear Mr. Taylor:
Enclosed please find one (1) fully executed Electric License Agreement. A copy of the executed agreement must
be available upon request at the job site as authorization to do the work. Please contact BNSF's Scheduling
Agent at wilsoncompany.utility,ic(a wilsonco.com or 816-556-3624 at least fifteen (15)days in advance of entry
and BEFORE YOUDIG, CALL [phone] (option 7).
Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the premises
completes the safety orientation program at the website www.BNSFcontractor.com prior to entering upon the
premises. The certification is good for one year, and each person entering the premises must possess the card
certifying completion.
No encroachment above,below or on BNSF Right-of-Way will be allowed without the presence of an Inspector
Coordinator and Flagman. You must contact BNSF's Scheduling Agent to arrange for those services. The
scheduling agent maybe contacted at wilsoncompany.utility.ic(a,wilsonco.com or 816-556-3624. The installation
contractor must comply with all applicable sections of this agreement, including the requirements of section 16
regarding safety requirements prior to encroaching on BNSF Right-of-Way. The installation contractor must
present and maintain a copy of the executed agreement on site for the duration of the installation activities.
Please note that a copy of the executed agreement must be available upon request at job site(s) allowing
authorization to do the work.
If you need additional information,please contact me at(817) 352-1035.
Sincerely,
Katie Robles
Manager Permits
Enclosure
cc: wilsoncompany.utiliU.ickwilsonco.com
BNSF.infong,railpros.c o m
Jason Winans -BNSF Roadmaster—[e-mail]

DocuSign Envelope ID:5C4DD3DF-9959-4E80-9AA0-F1 F3A44103DD
Tracking#24W-19976
LICENSE FOR ELECTRIC SUPPLY LINE
ACROSS OR ALONG RAILWAY PROPERTY
(Electric Light, Power Supply, Irrespective of Voltage, Overhead or Underground)
THIS LICENSE FOR ELECTRIC SUPPLY LINE ("License") is made to be effective June 51h, 2024 (the "Effective
Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and PACIFICORP, an Oregon
corporation ("Licensee").
In consideration of the mutual covenants contained herein, the parties agree to the following:
GENERAL
1. Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and
estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other
encumbrances, and upon the terms and conditions set forth below, to construct and maintain, in strict accordance
with the drawings and specifications approved by Licensor as part of Licensee's application process(the"Drawings
and Specifications"), an electric supply line containing a maximum of three (3) existing conductors and one (1)
new Fiber Wireline solely working together, together with its supporting or containing structures (collectively, the
"Electric Supply Line"), across or along Licensor's rail corridor at or near the station of Wallula Junction, County
of WallaWalla, State of Washington, Line Segment 0451, Mile Post 6.31 as shown on the attached Drawing No.
90052, dated April 4, 2024, attached hereto as Exhibit"A"and incorporated herein by reference (the"Premises").
2. Term. This License shall commence on the Effective Date and shall continue for a period of twenty-five (25)years,
subject to prior termination as hereinafter described.
3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees,
licensees, easement beneficiaries or lien holders, if any, or interfere with the use, repair, maintenance or
replacement of such improvements.
4. Use of the Premises. Licensee shall use the Premises solely for construction, maintenance, and use of the Electric
Supply Line in accordance with the Drawings and Specifications. Licensee shall not use the Premises for any other
purpose and Licensee is expressly prohibited from using or allowing any telecommunication facilities or equipment
within the Premises or using or allowing the use of the Premises for any other purpose.
5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or
permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without
Licensor's prior written consent.
COMPENSATION
6. License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of Three Thousand Seven Hundred
Eighty-four and No/100 Dollars ($3,784.00)as compensation for the use of the Premises.
7. Costs and Expenses.
7.1 For the purpose of this License, "cost" or"costs" and "expense" or "expenses" includes, but is not limited
to, actual labor and material costs including all assignable additives, and material and supply costs at
current value where used.
7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and
expenses incurred by Licensor in connection with Licensee's use of the Premises or the presence,
construction and maintenance of the Electric Supply Line, including but not limited to the furnishing of
Licensor's flaggers and any vehicle rental costs incurred, inspection coordination, safety, mobilization
and/or other observation services described in this License (collectively, the "Services"). Licensee shall
bear the cost of the Services when deemed necessary by Licensor's representative. Flagging costs shall
-1 - Form 421; Rev.20200605

DocuSign Envelope ID:5C4DD3DF-9959-4E80-9AA0-F1 F3A44103DD
Tracking#24W-19976
include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-
half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays
(as applicable); railway and unemployment insurance; public liability and property damage insurance;
health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor
or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may
increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to
calculate the flagging costs pursuant to this Section 7.
7.3 Licensor, at its sole discretion, may elect to designate a third party (the "Scheduling Agent"), to perform
and/or arrange for the performance of the Services.
8. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies
due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum
from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last published in The Wall
StreetJournal in the preceding December plus two and one-half percent(2-1/2%),or(ii)the maximum rate permitted
by law.
LICENSOR'S RESERVED RIGHTS
9. Reserved Rights of Use. Licensor excepts and reserves the right,to be exercised by Licensor and any other parties
who may obtain written permission or authority from Licensor:
9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication
pipe/lines/cables and appurtenances (other than the Electric Supply Line) and other facilities or structures
of like character upon, over, under or across the Premises existing as of the Effective Date;
9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities,
structures and related appurtenances upon, over, under or across the Premises; or
9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor
uses all commercially reasonable efforts to avoid material interference with the use of the Premises by
Licensee for the purpose specified in Section 4 above.
10. Right to Require Relocation. If at any time during the term of this License, Licensor desires the use of its rail corridor
in such a manner as would, in Licensor's reasonable opinion, be interfered with by the Electric Supply Line, Licensee
shall, at its sole expense, within thirty (30) days after receiving written notice from Licensor to such effect, make
such changes in the Electric Supply Line as in the sole discretion of Licensor may be necessary to avoid interference
with the proposed use of Licensor's rail corridor, including, without limitation, the relocation of the Electric Supply
Line, or the construction of a new electric line to replace the Electric Supply Line. Notwithstanding the foregoing,
Licensee agrees to make all emergency changes and minor adjustments, as determined by Licensor in its sole
discretion, to the Electric Supply Line promptly upon Licensor's request.
LICENSEE'S OPERATIONS
11. Construction and Maintenance of the Electric Supply Line.
11.1 Licensee shall not enter the Premises or commence construction unless accompanied by Licensor's
representative, the Scheduling Agent or its designee. Licensee shall notify Licensor's Roadmaster, Jason Winans
at [e-mail], Telephone [phone] at least ten (10) business days prior to installation of the
Electric Supply Line and prior to entering the Premises for any subsequent maintenance thereon. In the event of
emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises at the telephone number above
as soon as practicable and shall promptly thereafter follow up with written notice of such entry.
11.2 Licensee's on-site supervisors shall retain/maintain a fully executed copy of this License at all times while
on the Premises.
-2- Form 421; Rev.20200605

DocuSign Envelope ID:5C4DD3DF-9959-4E80-9AA0-F1 F3A44103DD
Tracking#24W-19976
11.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks
to the other.
11.4 Any contractors or subcontractors performing work on the Electric Supply Line or entering the Premises on
behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License.
11.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity
using mechanized equipment and/or machinery,or place or store any mechanized equipment,tools or other
materials,within twenty-five (25)feet of the centerline of any railroad track on the Premises unless Licensee
has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all
activities on and about the Premises, including without limitation all construction and maintenance of the
Electric Supply Line, in such a manner and of such materials as not at any time to endanger or interfere
with (i) the existence or use of present or future tracks, roadbeds, or property of Licensor, (ii) the safe
operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. If
ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition,
Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that
Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature
thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe.
Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the
liability allocation provided by this License.
11.6 Licensee shall, at its sole cost and expense, construct and maintain the Electric Supply Line in such a
manner and of such material that the Electric Supply Line will not at any time endanger or interfere with (i)
the existence or use of present or future tracks, roadbeds, or property of Licensor, (ii) the safe operation
and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. The
construction of the Electric Supply Line shall be completed within one (1) year of the Effective Date, and
any subsequent maintenance shall be completed within one (1) year of initiation. Within fifteen (15) days
after completion of the construction of the Electric Supply Line or the performance of any subsequent
maintenance thereon, Licensee shall, at Licensee's own cost and expense, restore the Premises to
substantially their state as of the Effective Date, unless otherwise approved in advance by Licensor in
writing. On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost
and expense, surrender the Premises to Licensor pursuant to the terms and conditions set forth in Section
24 hereof.
11.7 Licensor may direct one or more of its field engineers or inspectors to observe or inspect the construction
and/or maintenance of the Electric Supply Line at any time for compliance with the Drawings and
Specifications and Legal Requirements (defined below). Licensee shall reimburse Licensor for the cost of
such observation or inspection related services pursuant to Section 8. If ordered at any time to halt
construction or maintenance of the Electric Supply Line by Licensor's personnel due to non-compliance
with the Drawings and Specifications or any other hazardous condition, Licensee shall immediately do so.
Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to
observe or inspect, or to halt work on, the Electric Supply Line, it being solely Licensee's responsibility to
ensure that the Electric Supply Line is constructed and maintained in strict accordance with the Drawings
and Specifications and in a safe and workmanlike manner in compliance with all terms hereof. Neither the
exercise of, nor the failure by Licensor to exercise, any right granted by this Section will alter in any way
the liability allocation provided by this License. If at any time Licensee shall, in the sole judgment of
Licensor, fail to properly perform its obligations under this Section 11, Licensor may, at its option and at
Licensee's sole expense, arrange for the performance of such work as it deems necessary for the safety of
its operations and activities. Licensee shall promptly reimburse Licensor for all costs and expenses of such
work, pursuant to the terms of Section 8. Licensor's failure to perform any obligations of Licensee shall
not alter the liability allocation hereunder.
11.8 Licensee shall, at its sole cost and expense, construct and at all times maintain the Electric Supply Line in
accordance with the National Electric Safety Code.
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11.9 If the operation or maintenance of the Electric Supply Line at any time causes interference, including but
not limited to physical interference from electromagnetic induction, electrostatic induction, or from stray or
other currents, with the facilities of Licensor or of any lessee or licensee of Licensor, or in any manner
interfere with the operation, maintenance, or use by Licensor of its right-of-way, tracks, structures, pole
lines, signal and communication lines, radio, or other equipment, devices, other property or appurtenances
thereto, Licensee agrees immediately to make such changes in the Electric Supply Line and furnish such
protective devices and/or replacement equipment to Licensor and its lessees or licensees as shall be
necessary, in the judgment of Licensor's representative, to eliminate such interference. The cost of such
protective devices and their installations shall be borne solely by Licensee. If any of the interference
covered by this Section 11.9 shall be, in the judgment of Licensor, of such importance to the safety of
Licensor's operations as to require immediate corrective action, Licensee, upon notice from Licensor, shall
either, at Licensor's election, cease using the Electric Supply Line for any purpose whatsoever and remove
same, or reduce the voltage or load on the Electric Supply Line, or take such other interim protective
measures as Licensor may deem advisable, until the protective devices and/or replacement equipment
required by this Section 11.9 have been installed, put in operation, tested, and found to be satisfactory to
correct the interference.
11.10 Licensee shall, at its sole cost and expense, remove all combustible material from around wooden poles
on the Premises, if any, and will at all times keep the space around such poles free of such material, and if
removal of such combustible material shall not be attended to within fifteen (15) days after having been
requested by Licensor to do so, Licensor shall have the right itself to perform the work and Licensee hereby
agrees to reimburse Licensor for the expense so incurred.
12. Boring and Excavation.
12.1 Prior to Licensee conducting any boring,excavation,or similar work on or about any portion of the Premises,
Licensee shall contact the applicable State's call-before-you-dig utility location service to have 3rd parties
mark the location of utilities. Licensee shall explore the proposed location for such work with hand tools to
a depth of at least three (3) feet below the surface of the ground to determine whether pipelines or other
structures exist below the surface, provided, however, that in lieu of the foregoing hand-tool exploration,
Licensee shall have the right to use suitable detection equipment or other generally accepted industry
practice (e.g., consulting with the State Infrastructure Corporation) to determine the existence or location
of pipelines and other subsurface structures prior to drilling or excavating with mechanized equipment.
Licensee shall request information from Licensor concerning the existence and approximate location of
Licensor's underground lines, utilities, and pipelines at or near the vicinity of the proposed Electric Supply
Line by contacting Licensor's Telecommunications Helpdesk, currently at 1-800-533-2891 (option 1, then
option 7), at least ten (10) business days prior to installation of the Electric Supply Line. Upon receiving
Licensee's timely request, Licensor will provide Licensee with the information Licensor has in its possession
regarding any existing underground lines, utilities, and pipelines at or near the vicinity of the proposed
Electric Supply Line and, if applicable, identify the location of such lines on the Premises pursuant to
Licensor's standard procedures. Licensor does not warrant the accuracy or completeness of information
relating to subsurface conditions of the Premises and Licensee's operations will be subject at all times to
the liability provisions herein.
12.2 For all bores greater than 26-inch diameter and at a depth less than 10.0 feet below bottom of rail, a soil
investigation must be performed by Licensee and reviewed by Licensor prior to construction. This study is
to determine if granular material is present, and to prevent subsidence during the installation process. If
the investigation determines in Licensor's reasonable opinion that granular material is present, Licensor
may select a new location for Licensee's use, or may require Licensee to furnish for Licensor's review and
approval, in Licensor's sole discretion, a remedial plan to deal with the granular material. Once Licensor
has approved any such remedial plan in writing, Licensee shall, at Licensee's sole cost and expense, carry
out the approved plan in accordance with all terms thereof and hereof.
12.3 Any open hole, boring,orwell constructed on the Premises by Licensee shall be safely covered and secured
at all times when Licensee is not working in the actual vicinity thereof. Following completion of that portion
of the work, all holes or borings constructed on the Premises by Licensee shall be:
-4- Form 421; Rev.20200605

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12.3.1 filled in to surrounding ground level with compacted bentonite grout; or
12.3.2 otherwise secured or retired in accordance with any applicable Legal Requirement. No excavated
materials may remain on Licensor's property for more than ten (10) days, but must be properly
disposed of by Licensee in accordance with applicable Legal Requirements.
LIABILITY AND INSURANCE
13. LiabilitV and Indemnification.
13.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies,
partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and
agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes
of action, suits, demands, judgments, and expenses (including, without limitation, court costs, reasonable
attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs)
environmental or otherwise; and (c) "Licensee Parties" means Licensee and Licensee's officers, agents,
invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them,
or any party they control or exercise control over.
13.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS
CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR,
FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO (IN WHOLE OR
IN PART):
13.2.1 THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL PROVISIONS,
13.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE,
13.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES,
13.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR
CONTRIBUTED TO BY LICENSEE, OR
13.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY.
13.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES, AND
WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL
CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A GENERATOR,
OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS
AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS (DEFINED BELOW). NOTHING IN
THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S
COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY
AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S
COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND
DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS
LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES
AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR
THE ENVIRONMENTAL CONDITION OF THE PREMISES.
13.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF
ANY INDEMNITEE,TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL,AND SHALL
CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES
HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE
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OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF
EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS
THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE
LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE
RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL
STATUTE.
13.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES
ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM
OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR
STRICT LIABILITY OF ANY INDEMNITEE.
13.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other
proceeding brought against any Indemnitee by any entity, relating to any matter covered by this License for
which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee.
Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable
attorneys'fees, investigators'fees, litigation and appeal expenses, settlement payments, and amounts paid
in satisfaction of judgments.
14. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES,
EQUIPMENT,OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY,
AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF,WHETHER OR
NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
15. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the term of this License the
following insurance coverage:
15.1 Commercial General Liability"CGL" Insurance.
a. The policy will provide a minimum of $2,000,000 per occurrence and an aggregate limit of at least
$4,000,000 but in no event will the coverage be in an amount less than the amount otherwise carried
by Licensee. Coverage must be purchased on a post 2004 ISO occurrence form or equivalent and
include coverage for, but not limited to, the following:
■ Bodily Injury and Property Damage
■ Personal Injury and Advertising Injury
■ Fire legal liability
■ Products and completed operations
■ Contractual Liability for an "Insured Contract" consistent with the definition under the standard ISO
general liability policy form.
b. This policy will include the following endorsements or language,which shall be indicated on or attached
to the certificate of insurance:
■ The definition of"Insured Contract"will be amended to remove any exclusion or other limitation for
any work being done within 50 feet of Licensor's property;
■ Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle
Brokerage, Inc.to include coverage for ongoing operations and completed operations;
• Separation of insureds;
• The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
c. The parties agree that the workers' compensation and employers' liability related exclusions in the CGL
policy(s) are intended to apply to employees of the policyholder and will not apply to Licensor's
employees.
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d. No other endorsements that limit coverage with respect to Licensee's obligations under this agreement
may be included on the policy.
15.2 Business Automobile Insurance
a. The insurance will provide minimum coverage with a combined single limit of at least $1,000,000 per
accident, and include coverage for, but not limited to the following:
■ Bodily injury and property damage.
■ Any and all vehicles owned, used or hired.
b. The policy will include the following endorsements or language, which will be indicated on or attached
to the certificate of insurance:
■ Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor;
■ Separation of insureds;
■ The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
15.3 Workers' Compensation and Employers' Liability Insurance
a. The policy will provide coverage of all employees performing any part of the work or services
including coverage for, but not limited to:
■ Licensee's statutory liability under the workers'compensation laws of the state(s)in which the work
or services are to be performed. The policy will cover all of Licensee's employees, regardless of
whether such coverage is optional under the law of that state(s).
■ Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease
policy limit, $500,000 by disease each employee.
b. The policy will include contain the following endorsements or language, which shall be indicated on or
attached to the certificate of insurance:
■ Waiver of subrogation in favor of and acceptable to Licensor.
15.4 Railroad Protective Liability Insurance. The policy will name only Licensor as the Insured and will provide
coverage of at least$2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained
under this policy shall only be effective during the initial installation and/or construction of the Electric Supply
Line. THE CONSTRUCTION OF THE ELECTRIC SUPPLY LINE SHALL BE COMPLETED WITHIN ONE
(1) YEAR OF THE EFFECTIVE DATE. If further maintenance of the Electric Supply Line is needed at a
later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy will be
issued on a standard ISO form CG 00 35 12 04 and include the following:
■ Endorsed to include the Pollution Exclusion Amendment.
■ Endorsed to include the Limited Seepage and Pollution Endorsement.
■ Endorsed to remove any exclusion for punitive damages.
■ Endorsed to include Evacuation Expense Coverage Endorsement.
■ No other endorsements restricting coverage may be added.
■ The original policy must be provided to Licensor and Licensee shall not perform any work or services
of any kind under this agreement until Licensor has reviewed and approved the policy.
■ The definition of"Physical Damage to Property"will be endorsed to read: "means direct and accidental
loss of or damage to all property owned by any named insured and all property in any named insured's
care, custody and control (including, but not limited to rolling stock and their contents, mechanical
construction equipment or motive power equipment, railroad tracks, roadbeds, catenaries, signals,
tunnels, bridges and buildings) arising out of the acts or omissions of the contractor named on the
Declarations."
In lieu of providing a Railroad Protective Liability Policy, for a period of one(1)year from the Effective Date,
Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to
Licensee or its contractor. The limits of coverage are the same as above. The cost is $506.00.
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r}� Licensee elects to participate in Licensor's Blanket Policy;
❑ Licensee declines to participate in Licensor's Blanket Policy.
15.5 Other Requirements:
15.5.1 Where allowable by law, no exclusion for punitive damages may be included in any policy.
15.5.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against
Licensor. In addition, Licensee's insurers, through the terms of the policy or policy endorsement,
waive their right of subrogation against Licensor for all claims and suits. Licensee further waives
its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss
of Licensee's owned or leased property or property under Licensee's care, custody, or control.
15.5.3 Allocated Loss Expense, including but not limited to defense costs and expenses,will be in addition
to all policy limits for coverage under the insurance requirements.
15.5.4 Licensee is not allowed to self-insure without the prior written consent of Licensor. If Licensor
allows Licensee to self-insure, Licensee shall directly cover any self-insured retention or other
financial responsibility for claims in lieu of insurance. Any and all Licensor liabilities that would
otherwise be covered by Licensee's insurance in accordance with the provisions of this agreement,
will be covered as if Licensee elected not to include a self-insured retention or other financial
responsibility for claims.
15.5.5 Prior to entering the Premises or commencing the services or work, Licensee shall furnish to
Licensor an acceptable certificate(s)of insurance from an authorized representative evidencing the
required coverage(s), endorsements, and amendments.
15.5.6 Licensee shall notify BNSF in writing at least 30 days prior to any cancellation, non-renewal,
substitution or material alteration of any insurance requirement.
15.5.7 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or
with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in
the state(s) in which the service is to be provided.
15.5.8 If the coverage provided by any of the insurance policies required by this agreement is purchased
on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of
three years after expiration, cancellation or termination of this agreement.
15.5.9 Licensee agrees to provide evidence to Licensor that it has the required coverage in place at least
annually or in the event of a renewal or material change of coverage.
15.5.10 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance
agent(s)/broker(s), and that Licensee has instructed them to procure the insurance coverage
required by this License.
15.5.11 Not more frequently than once every five years, Licensor may, at its discretion, reasonably modify
the insurance requirements to reflect the then-current risk management practices in the railroad
industry and underwriting practices in the insurance industry.
15.5.12If Licensee will subcontract any portion of the operation, Licensee shall require that the
subcontractor provide and maintain insurance coverage(s)as set forth herein, naming Licensor as
an additional insured. In addition, Licensee shall require that the subcontractor shall release,
defend and indemnify Licensee to the same extent and under the same terms and conditions as
Licensee is required to release, defend and indemnify Licensor under this agreement.
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15.5.13 Failure to provide evidence as required by this section shall entitle, but not require, Licensor to
terminate this License immediately. Acceptance of a certificate that does not comply with this
section shall not operate as a waiver of Licensee's obligations hereunder.
15.5.14 The fact that Licensee obtains insurance (including, without limitation, self-insurance) shall not
release or diminish Licensee's liabilities or obligations including,without limitation,the liabilities and
obligations under the indemnity provisions of the License. Damages recoverable by Licensor shall
not be limited by the amount of the required insurance coverage.
15.5.15 In the event of a claim or lawsuit involving Licensor arising out of this Agreement, Licensee will
make the policy covering such claims or lawsuits available to Licensor.
15.5.16 If Licensee maintains broader coverage and/or higher limits than the minimum
requirements in this Agreement, Licensor requires and shall be entitled to the broader coverage
and/or the higher limits. Any available insurance proceeds in excess of the specified minimum
limits of insurance and coverage shall be available to Licensor.
15.5.17 These insurance provisions are intended to be a separate and distinct obligation on the part of the
Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby
regardless of whether or not indemnity provisions are determined to be enforceable in the
jurisdiction in which the work or services performed under this License is performed.
15.5.18 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", "BNSF
Railway Company" and the subsidiaries, successors, assigns and affiliates of each.
COMPLIANCE WITH LAWS, REGULATIONS,AND ENVIRONMENTAL MATTERS
16. Compliance with Laws, Rules, and Regulations.
16.1 Licensee shall observe and comply with any and all applicable federal, state, local and tribal laws, statutes,
regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction
("Legal Requirements") relating to the construction, maintenance, and use of the Electric Supply Line and
the use of the Premises.
16.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of
Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees,
contractors, agents or invitees entering upon the Premises completes the safety orientation program at the
Website "www.BNSFcontractor.com" (the "Safety Orientation")within one year prior to entering upon the
Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors,
agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon
the Premises. Licensee must renew (and ensure that its contractors, agents or invitees, as applicable,
renew)the Safety Orientation annually.
16.3 Licensee shall obtain on or before the date it or its contractor enters the Premises, any and all additional
rights-of way, easements, licenses and other agreements relating to the grant of rights and interests in
and/or access to the Premises (collectively, the "Rights") and such other rights, licenses, permits,
authorizations, and approvals (including without limitation, any necessary local, state, federal or tribal
authorizations and environmental permits) that are necessary in order to permit Licensee to construct,
maintain, own and operate the Electric Supply Line and otherwise to perform its obligations hereunder in
accordance with the terms and conditions hereof.
16.4 Licensee shall either require that the initial stated term of each such Rights be for a period that does not
expire, in accordance with its ordinary terms, prior to the last day of the term of this License or, if the initial
stated term of any such Right expires in accordance with its ordinary terms on a date earlier than the last
day of the term of this License, Licensee shall, at its cost, exercise any renewal rights thereunder, or
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otherwise acquire such extensions, additions and/or replacements as may be necessary, in order to cause
the stated term thereof to be continued until a date that is not earlier than the last day of the term of this
License.
16.5 Upon the expiration or termination of any Right that is necessary in order for Licensee to own, operate or
use the Electric Supply Line in accordance with the terms and conditions of this License, this License
thereby shall automatically expire upon such expiration or termination of the Right.
17. Environmental.
17.1 Licensee shall strictly comply with all federal, state and local environmental Legal Requirements and
regulations in its use of the Premises, including, but not limited to,the Resource Conservation and Recovery
Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials
Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall
not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by
Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous
substances, as defined by Environmental Laws on or about the Premises.
17.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as
"hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state,
or local governmental agency or body on the Premises. Licensee agrees periodically to furnish Licensor
with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 17.2.
17.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at(800)832-5452
of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of
Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing
Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to
promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor
immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to
or otherwise cure such release or violation.
17.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in
any way with respect to the Electric Supply Line which occurred or may occur during the term of this
License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to
investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or
Licensor's right-of-way.
17.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known
to Licensee which create a risk of harm to persons, property or the environment and shall take whatever
action is necessary to prevent injury to persons, property, or the environment arising out of such conditions
or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any
obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request
for information regarding said conditions or activities.
DISCLAIMER OF WARRANTIES
18. No Warranties.
18.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS
LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR
IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR
OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST
BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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18.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS
OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED
HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S CONSTRUCTION,
MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE ELECTRIC SUPPLY LINE WILL
VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES,
INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY
THIRD PARTY.
19. Disclaimer of Warranty for Quiet Enioyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES
NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO
COVENANT OF QUIET ENJOYMENT IS MADE.
20. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any
interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable
(i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid
in advance, or(ii)for any damages or costs Licensee sustains in connection with the eviction.
LIENS AND TAXES
21. Liens and Charges. Licensee shall promptly pay and discharge any and all liens arising out of any construction,
alterations or repairs done, suffered or permitted to be done by Licensee on the Premises. Licensor is hereby
authorized to post any notices or take any other action upon or with respect to the Premises that is or may be
permitted by law to prevent the attachment of any such liens to the Premises; provided, however, that failure of
Licensor to take any such action shall not relieve Licensee of any obligation or liability under this Section 21 or any
other Section of this License.
22. Taxes. Licensee shall pay when due any taxes, assessments or other charges (collectively, "Taxes") levied or
assessed by any governmental or quasi-governmental body upon the Electric Supply Line or any other
improvements constructed or installed on the Premises by or for Licensee (collectively, the "Improvements") or
any Taxes levied or assessed against Licensor or the Premises that are attributable to the Improvements.
DEFAULT, TERMINATION, AND SURRENDER
23. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide
evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be
events of default pursuant to which Licensor has the right to terminate as set forth below:
23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License
and Licensee fails to cure said default within thirty(30) days after written notice is provided to Licensee by
Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor
may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee.
Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if
Licensee fails to provide evidence of insurance as required in Section 15.
23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting
of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of
this License, Licensor may,at its option,terminate this License by serving five(5)days'notice of termination
upon Licensee.
23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this
License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability
to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to,
and not in limitation of, any other remedies that Licensor may have at law or in equity.
23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence
of insurance or occurrence of defaults as described above, this License may be terminated by either party,
-11 - Form 421; Rev.20200605

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at any time, by serving thirty(30)days'written notice of termination upon the other party. Such termination
shall not release either party hereto from any liability or obligation under the License, whether of indemnity
or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or
thereafter in case by the terms of the License it is provided that anything shall or may be done after
termination hereof.
24. Surrender of the Premises.
24.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and
expense:
24.1.1 if so directed by Licensor in writing, remove the Improvements, the Electric Supply Line and all
appurtenances thereto, or, at the sole discretion of Licensor, appropriately decommission the
Electric Supply Line with a method satisfactory to Licensor;
24.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing
out of, or connected with Licensee's use of the Premises;
24.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and
24.1.4 leave the Premises in substantially the condition which existed as of the Effective Date or as
otherwise agreed to by Licensor.
24.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor
or if Licensee fails to complete its obligations under Section 24.1 above (the "Restoration Obligations"),
Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee
to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall
continue in effect until the Premises are surrendered and the Restoration Obligations are completed.
Neither termination nor expiration shall release Licensee from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date
of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration
Obligations are completed.
24.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such
termination of its tenancy, then Licensor may, at its election, either: (i) remove the Electric Supply Line and
the other Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty
(30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to
Licensee, take and hold the Electric Supply Line and the other Improvements and personal property as its
sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's
obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore.
Further, if Licensor has consented to the Electric Supply Line and the other Improvements remaining on
the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form
acceptable to Licensor conveying the Electric Supply Line and the other Improvements to Licensor for no
additional consideration.
MISCELLANEOUS
25. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and
be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each
such successor and assign was named a party to this License.
26. Assignment.
26.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest
herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of
Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted
-12- Form 421; Rev.20200605

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assignment by Licensee in violation of this Section 26 shall be a breach of this License and, in addition,
shall be voidable by Licensor in its sole and absolute discretion.
26.2 For purposes of this Section 26, the word "assign" shall include without limitation (a) any sale of the equity
interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale
own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity
interests of Licensee, (b)any sale of all or substantially all of the assets of(i) Licensee and (ii)to the extent
such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization,
recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any
reorganization, recapitalization, merger or consolidation following which the equity interest holders of
Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly
or indirectly, at least 50% of the combined voting power of the outstanding voting equity interests of
Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger
or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND
WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN
LICENSOR'S SOLE DISCRETION.
26.3 Notwithstanding the provisions of Section 26.1 above or anything contained in this License to the contrary,
if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of
the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"),
the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be
deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this
License, including but not limited to the obligation to comply with the provisions of Section 15 above
concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself,
its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any
nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related
to (in whole or in part) a Purported Assignment. The provisions of this Section 26.3 shall survive the
expiration or earlier termination of this License.
26.4 Licensor shall have the right to transfer and assign, in whole or part, all of its rights and obligations under
this License, and upon any such transfer or assignment, Licensor shall be released from any further
obligations hereunder and Licensee agrees to look solely to the successor in interest of Licensor for the
performance of such obligations.
27. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other
shall be in writing and the same shall be given and shall be deemed to have been served and given if(i) placed in
the United States mail, certified, return receipt requested,or(ii)deposited into the custody of a nationally recognized
overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to
such other address as the party to be notified may designate by giving the other party no less than thirty (30)days'
advance written notice of such change in address.
If to Licensor: Jones Lang LaSalle Brokerage, Inc.
2650 Lou Menk Drive, MOB2
Fort Worth, TX 76131-2830
Attn: Permits/Licenses
with a copy to: BNSF Railway Company
2650 Lou Menk Dr.
Fort Worth, TX 76131
Attn: Senior Manager Real Estate
If to Licensee: PacifiCorp
825 NE Multnomah Street, Suite 1700
Portland, OR 97232
Attn: Imogen Taylor
-13- Form 421; Rev.20200605

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28. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of
termination or expiration, or, if later, the date when the Electric Supply Line and the other Improvements are
removed and the Restoration Obligations are completed in accordance with the terms hereof.
29. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public
record.
30. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be
decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions.
31. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held
to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or
invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License.
32. Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all
matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the
parties hereto relating to Licensee's use of the Premises as described herein. However, nothing herein is intended
to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in
any prior written agreement between the parties.
33. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of
Licensee herein contained shall be the joint and several covenants and agreements of such parties.
34. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right
of Licensor to enforce that provision for any subsequent breach thereof.
35. Interpretation.
35.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based
upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to
the principle that a contract would be construed against the party which drafted the same. Article titles,
headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of
reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The
exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the
same extent as if they were set forth verbatim herein.
35.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation"
whether or not they are in fact followed by such words or words of like import; "writing", "written" and
comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible
form; references to any person are also to that person's successors and permitted assigns; "hereof',
"herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article,
section, or other subdivision hereof or attachment hereto; references to any gender include references to
the masculine or feminine as the context requires; references to the plural include the singular and vice
versa; and references to this License or other documents are as amended, modified or supplemented from
time to time.
36. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be
deemed an original but which together shall constitute one and the same instrument, and the signature pages from
any counterpart may be appended to any other counterpart to assemble fully executed documents,and counterparts
of this License may also be exchanged electronically and any electronic version of any party's signature shall be
deemed to be an original signature for all purposes.
37. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway
Company.
-14- Form 421; Rev.20200605

DocuSign Envelope ID:5C4DD3DF-9959-4E80-9AA0-F1 F3A44103DD
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T his License has been duly executed by the parties hereto as of the Effective Date.
LICENSO R
BNSF Railw air Company, a Delaware corporation
By: J ones Lang LaSalle Brokerage, Inc.
2 650 Lou M enk Drive, M O E2
Fort Worth, TX 76131-2830
g-d bey::V IY(, YI��eC�,YliB+: [EE,ko,Eyifl Q
B y: Patricia Villegas
T itle: Vice President, Perm is
LICENSEE:
PacifiCorp, an O legon corporation
Y
B y.James Palmer
T itle: Manager, Right of Way
-16- Form 421; Rev. 20200605

DocuSign Envelope ID:5C4DD3DF-9959-4E80-9AA0-F1 F3A44103DD TR PCKING NO. 24W-19976
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WALLULA JUNCTIO N
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REVISIO N1 DRAWING NO.90052

ATTACHMENT D
to
PacifiCorp Notice of Affiliate Transaction

DocuSign Envelope ID:289980AD-CD4B-49D1-AD56-5DAF7D7E1B77
JLL Jones Lang LaSalle Brokerage, Inc.
2650 Lou Menk Drive, M0B2
Fort Worth,TX 76131
Tel [phone]
May 3, 2024
PacifiCorp 24W-20269
Attention: Mr. Scott Mease
825 NE Multnomah Street, Suite 1700
Portland, OR 97232
Dear Mr. Mease:
Enclosed please find one(1) fully executed Electric License Agreement. A copy of the executed agreement must
be available upon request at the job site as authorization to do the work. Please contact BNSF's Scheduling
Agent at wilsoncompanv.utility.ic(&wilsonco.com or 816-556-3624 at least fifteen (15)days in advance of entry
and BEFORE YOU DIG, CALL [phone] (option 7).
Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the premises
completes the safety orientation program at the website www.BNSFcontractor.com prior to entering upon the
premises. The certification is good for one year, and each person entering the premises must possess the card
certifying completion.
No encroachment above, below or on BNSF Right-of-Way will be allowed without the presence of an Inspector
Coordinator and Flagman. You must contact BNSF's Scheduling Agent to arrange for those services. The
scheduling agent maybe contacted at wilsoncompanv.utility.ickwilsonco.com or 816-556-3624. The installation
contractor must comply with all applicable sections of this agreement, including the requirements of section 16
regarding safety requirements prior to encroaching on BNSF Right-of-Way. The installation contractor must
present and maintain a copy of the executed agreement on site for the duration of the installation activities.
Please note that a copy of the executed agreement must be available upon request at job site(s) allowing
authorization to do the work.
If you need additional information,please contact me at(817) 352-1035.
Sincerely,
Katie Robles
Manager Permits
Enclosure
cc: wilsoncompanv.utiliU.ic&wilsonco.com
BNSF.info&railgros.com
Davyd Powell- BNSF Roadmaster—Davyd.Powell@bns£com

DocuSign Envelope ID:289980AD-CD4B-49D1-AD56-5DAF7D7E1B77
Tracking#24W-20269
LICENSE FOR ELECTRIC SUPPLY LINE
ACROSS OR ALONG RAILWAY PROPERTY
(Electric Light, Power Supply, Irrespective of Voltage, Overhead or Underground)
THIS LICENSE FOR ELECTRIC SUPPLY LINE ("License") is made to be effective May 9th 2024 (the "Effective
Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and PACIFICORP, an Oregon
corporation ("Licensee").
In consideration of the mutual covenants contained herein, the parties agree to the following:
GENERAL
1. Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and
estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other
encumbrances, and upon the terms and conditions set forth below, to construct and maintain, in strict accordance
with the drawings and specifications approved by Licensor as part of Licensee's application process(the"Drawings
and Specifications"), an electric supply line containing a maximum of three (3) conductors and one (1) neutral
wireline, together with its supporting or containing structures (collectively, the "Electric Supply Line"), across or
along Licensor's rail corridor at or near the station of Bend, County of Deschutes, State of Oregon, Line Segment
0053, Mile Post 149.17 as shown on the attached Drawing No. 90163, dated February 18, 2024, attached hereto
as Exhibit"A" and incorporated herein by reference (the "Premises").
2. Term. This License shall commence on the Effective Date and shall continue for a period of twenty-five (25)years,
subject to prior termination as hereinafter described.
3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees,
licensees, easement beneficiaries or lien holders, if any, or interfere with the use, repair, maintenance or
replacement of such improvements.
4. Use of the Premises. Licensee shall use the Premises solely for construction, maintenance, and use of the Electric
Supply Line in accordance with the Drawings and Specifications. Licensee shall not use the Premises for any other
purpose and Licensee is expressly prohibited from using or allowing any telecommunication facilities or equipment
within the Premises or using or allowing the use of the Premises for any other purpose.
5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or
permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without
Licensor's prior written consent.
COMPENSATION
6. License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of Three Thousand Seven Hundred
and No/100 Dollars($3,700.00)as compensation for the use of the Premises.
7. Costs and Expenses.
7.1 For the purpose of this License, "cost" or"costs" and "expense" or"expenses" includes, but is not limited
to, actual labor and material costs including all assignable additives, and material and supply costs at
current value where used.
7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and
expenses incurred by Licensor in connection with Licensee's use of the Premises or the presence,
construction and maintenance of the Electric Supply Line, including but not limited to the furnishing of
Licensor's flaggers and any vehicle rental costs incurred, inspection coordination, safety, mobilization
and/or other observation services described in this License (collectively, the "Services"). Licensee shall
bear the cost of the Services when deemed necessary by Licensor's representative. Flagging costs shall
-1 - Form 421; Rev. 20200605

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include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-
half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays
(as applicable); railway and unemployment insurance; public liability and property damage insurance;
health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor
or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may
increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to
calculate the flagging costs pursuant to this Section 7.
7.3 Licensor, at its sole discretion, may elect to designate a third party (the "Scheduling Agent"), to perform
and/or arrange for the performance of the Services.
8. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies
due to Licensor within thirty (30)days after the invoice date, then Licensee shall pay interest on such unpaid sum
from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last published in The Wall
Street Joumal in the preceding December plus two and one-half percent(2-1/2%),or(ii)the maximum rate permitted
by law.
LICENSOR'S RESERVED RIGHTS
9. Reserved Rights of Use. Licensor excepts and reserves the right, to be exercised by Licensor and any other parties
who may obtain written permission or authority from Licensor:
9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication
pipe/lines/cables and appurtenances (other than the Electric Supply Line)and other facilities or structures
of like character upon, over, under or across the Premises existing as of the Effective Date;
9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities,
structures and related appurtenances upon, over, under or across the Premises; or
9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor
uses all commercially reasonable efforts to avoid material interference with the use of the Premises by
Licensee for the purpose specified in Section 4 above.
10. Right to Require Relocation. If at any time during the term of this License, Licensor desires the use of its rail corridor
in such a manner as would, in Licensor's reasonable opinion, be interfered with by the Electric Supply Line, Licensee
shall, at its sole expense, within thirty (30) days after receiving written notice from Licensor to such effect, make
such changes in the Electric Supply Line as in the sole discretion of Licensor may be necessary to avoid interference
with the proposed use of Licensor's rail corridor, including, without limitation, the relocation of the Electric Supply
Line, or the construction of a new electric line to replace the Electric Supply Line. Notwithstanding the foregoing,
Licensee agrees to make all emergency changes and minor adjustments, as determined by Licensor in its sole
discretion, to the Electric Supply Line promptly upon Licensor's request.
LICENSEE'S OPERATIONS
11. Construction and Maintenance of the Electric Supply Line.
11.1 Licensee shall not enter the Premises or commence construction unless accompanied by Licensor's
representative, the Scheduling Agent or its designee. Licensee shall notify Licensor's Roadmaster, Davyd
Powell at [e-mail], telephone [phone], at least ten (10) business days prior to
installation of the Electric Supply Line and prior to entering the Premises for any subsequent maintenance
thereon. In the event of emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises
at the telephone number above as soon as practicable and shall promptly thereafter follow up with written
notice of such entry.
-2- Form 421; Rev. 20200605

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11.2 Licensee's on-site supervisors shall retain/maintain a fully executed copy of this License at all times while
on the Premises.
11.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks
to the other.
11.4 Any contractors or subcontractors performing work on the Electric Supply Line or entering the Premises on
behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License.
11.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity
using mechanized equipment and/or machinery, or place or store any mechanized equipment,tools or other
materials, within twenty-five(25)feet of the centerline of any railroad track on the Premises unless Licensee
has obtained prior written approval from Licensor. Licensee shall,at its sole cost and expense, perform all
activities on and about the Premises, including without limitation all construction and maintenance of the
Electric Supply Line, in such a manner and of such materials as not at any time to endanger or interfere
with (i) the existence or use of present or future tracks, roadbeds, or property of Licensor, (ii) the safe
operation and activities of Licensor or existing third parties, or(iii) the rights or interests of third parties. If
ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition,
Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that
Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature
thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe.
Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the
liability allocation provided by this License.
11.6 Licensee shall, at its sole cost and expense, construct and maintain the Electric Supply Line in such a
manner and of such material that the Electric Supply Line will not at any time endanger or interfere with (i)
the existence or use of present or future tracks, roadbeds, or property of Licensor, (ii) the safe operation
and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. The
construction of the Electric Supply Line shall be completed within one (1) year of the Effective Date, and
any subsequent maintenance shall be completed within one (1) year of initiation. Within fifteen (15) days
after completion of the construction of the Electric Supply Line or the performance of any subsequent
maintenance thereon, Licensee shall, at Licensee's own cost and expense, restore the Premises to
substantially their state as of the Effective Date, unless otherwise approved in advance by Licensor in
writing. On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost
and expense, surrender the Premises to Licensor pursuant to the terms and conditions set forth in Section
24 hereof.
11.7 Licensor may direct one or more of its field engineers or inspectors to observe or inspect the construction
and/or maintenance of the Electric Supply Line at any time for compliance with the Drawings and
Specifications and Legal Requirements (defined below). Licensee shall reimburse Licensor for the cost of
such observation or inspection related services pursuant to Section 8. If ordered at any time to halt
construction or maintenance of the Electric Supply Line by Licensor's personnel due to non-compliance
with the Drawings and Specifications or any other hazardous condition, Licensee shall immediately do so.
Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to
observe or inspect, or to halt work on, the Electric Supply Line, it being solely Licensee's responsibility to
ensure that the Electric Supply Line is constructed and maintained in strict accordance with the Drawings
and Specifications and in a safe and workmanlike manner in compliance with all terms hereof. Neither the
exercise of, nor the failure by Licensor to exercise, any right granted by this Section will alter in any way
the liability allocation provided by this License. If at any time Licensee shall, in the sole judgment of
Licensor, fail to properly perform its obligations under this Section 11, Licensor may, at its option and at
Licensee's sole expense, arrange for the performance of such work as it deems necessary for the safety of
its operations and activities. Licensee shall promptly reimburse Licensor for all costs and expenses of such
work, pursuant to the terms of Section 8. Licensor's failure to perform any obligations of Licensee shall
not alter the liability allocation hereunder.
-3- Form 421; Rev. 20200605

DocuSign Envelope ID:289980AD-CD4B-49D1-AD56-5DAF7D7E1B77
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11.8 Licensee shall, at its sole cost and expense, construct and at all times maintain the Electric Supply Line in
accordance with the National Electric Safety Code.
11.9 If the operation or maintenance of the Electric Supply Line at any time causes interference, including but
not limited to physical interference from electromagnetic induction, electrostatic induction, or from stray or
other currents, with the facilities of Licensor or of any lessee or licensee of Licensor, or in any manner
interfere with the operation, maintenance, or use by Licensor of its right-of-way, tracks, structures, pole
lines, signal and communication lines, radio, or other equipment, devices, other property or appurtenances
thereto, Licensee agrees immediately to make such changes in the Electric Supply Line and furnish such
protective devices and/or replacement equipment to Licensor and its lessees or licensees as shall be
necessary, in the judgment of Licensor's representative, to eliminate such interference. The cost of such
protective devices and their installations shall be borne solely by Licensee. If any of the interference
covered by this Section 11.9 shall be, in the judgment of Licensor, of such importance to the safety of
Licensor's operations as to require immediate corrective action, Licensee, upon notice from Licensor, shall
either, at Licensor's election, cease using the Electric Supply Line for any purpose whatsoever and remove
same, or reduce the voltage or load on the Electric Supply Line, or take such other interim protective
measures as Licensor may deem advisable, until the protective devices and/or replacement equipment
required by this Section 11.9 have been installed, put in operation, tested, and found to be satisfactory to
correct the interference.
11.10 Licensee shall, at its sole cost and expense, remove all combustible material from around wooden poles
on the Premises, if any, and will at all times keep the space around such poles free of such material, and if
removal of such combustible material shall not be attended to within fifteen (15) days after having been
requested by Licensor to do so, Licensor shall have the right itself to perform the work and Licensee hereby
agrees to reimburse Licensor for the expense so incurred.
12. Boring and Excavation.
12.1 Prior to Licensee conducting any boring,excavation, or similar work on or about any portion of the Premises,
Licensee shall contact the applicable State's call-before-you-dig utility location service to have 3rd parties
mark the location of utilities. Licensee shall explore the proposed location for such work with hand tools to
a depth of at least three (3) feet below the surface of the ground to determine whether pipelines or other
structures exist below the surface, provided, however, that in lieu of the foregoing hand-tool exploration,
Licensee shall have the right to use suitable detection equipment or other generally accepted industry
practice (e.g., consulting with the State Infrastructure Corporation) to determine the existence or location
of pipelines and other subsurface structures prior to drilling or excavating with mechanized equipment.
Licensee shall request information from Licensor concerning the existence and approximate location of
Licensor's underground lines, utilities, and pipelines at or near the vicinity of the proposed Electric Supply
Line by contacting Licensor's Telecommunications Helpdesk, currently at 1-800-533-2891 (option 1, then
option 7), at least ten (10) business days prior to installation of the Electric Supply Line. Upon receiving
Licensee's timely request, Licensor will provide Licensee with the information Licensor has in its possession
regarding any existing underground lines, utilities, and pipelines at or near the vicinity of the proposed
Electric Supply Line and, if applicable, identify the location of such lines on the Premises pursuant to
Licensor's standard procedures. Licensor does not warrant the accuracy or completeness of information
relating to subsurface conditions of the Premises and Licensee's operations will be subject at all times to
the liability provisions herein.
12.2 For all bores greater than 26-inch diameter and at a depth less than 10.0 feet below bottom of rail, a soil
investigation must be performed by Licensee and reviewed by Licensor prior to construction. This study is
to determine if granular material is present, and to prevent subsidence during the installation process. If
the investigation determines in Licensor's reasonable opinion that granular material is present, Licensor
may select a new location for Licensee's use, or may require Licensee to furnish for Licensor's review and
approval, in Licensor's sole discretion, a remedial plan to deal with the granular material. Once Licensor
has approved any such remedial plan in writing, Licensee shall, at Licensee's sole cost and expense, carry
out the approved plan in accordance with all terms thereof and hereof.
-4- Form 421; Rev. 20200605

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12.3 Any open hole, boring,orwell constructed on the Premises by Licensee shall be safely covered and secured
at all times when Licensee is not working in the actual vicinity thereof. Following completion of that portion
of the work, all holes or borings constructed on the Premises by Licensee shall be:
12.3.1 filled in to surrounding ground level with compacted bentonite grout; or
12.3.2 otherwise secured or retired in accordance with any applicable Legal Requirement. No excavated
materials may remain on Licensor's property for more than ten (10) days, but must be properly
disposed of by Licensee in accordance with applicable Legal Requirements.
LIABILITY AND INSURANCE
13. Liability and Indemnification.
13.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies,
partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and
agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes
of action, suits, demands,judgments, and expenses (including, without limitation, court costs, reasonable
attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs)
environmental or otherwise; and (c) "Licensee Parties" means Licensee and Licensee's officers, agents,
invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them,
or any party they control or exercise control over.
13.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS
CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR,
FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO (IN WHOLE OR
IN PART):
13.2.1 THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL PROVISIONS,
13.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE,
13.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES,
13.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR
CONTRIBUTED TO BY LICENSEE, OR
13.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY.
13.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES, AND
WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL
CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A GENERATOR,
OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS
AMENDED ("CERCLA") OR OTHER ENVIRONMENTAL LAWS (DEFINED BELOW). NOTHING IN
THIS LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S
COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY
AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S
COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND
DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS
LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES
AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR
THE ENVIRONMENTAL CONDITION OF THE PREMISES.
-5- Form 421; Rev. 20200605

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13.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF
ANY INDEMNITEE,TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL,AND SHALL
CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES
HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE
OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF
EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS
THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE
LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE
RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL
STATUTE.
13.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES
ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
INDEMNITEE, BUT SHALL APPLYTO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM
OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR
STRICT LIABILITY OF ANY INDEMNITEE.
13.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other
proceeding brought against any Indemnitee by any entity, relating to any matter covered by this License for
which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee.
Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable
attorneys'fees, investigators'fees, litigation and appeal expenses, settlement payments,and amounts paid
in satisfaction of judgments.
14. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES,
EQUIPMENT,OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY,
AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF,WHETHER OR
NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
15. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the term of this License the
following insurance coverage:
15.1 Commercial General Liability "CGL" Insurance.
a. The policy will provide a minimum of $2,000,000 per occurrence and an aggregate limit of at least
$4,000,000 but in no event will the coverage be in an amount less than the amount otherwise carried
by Licensee. Coverage must be purchased on a post 2004 ISO occurrence form or equivalent and
include coverage for, but not limited to, the following:
■ Bodily Injury and Property Damage
■ Personal Injury and Advertising Injury
■ Fire legal liability
■ Products and completed operations
• Contractual Liability for an "Insured Contract"consistent with the definition under the standard ISO
general liability policy form.
b. This policy will include the following endorsements or language,which shall be indicated on or attached
to the certificate of insurance:
■ The definition of"Insured Contract"will be amended to remove any exclusion or other limitation for
any work being done within 50 feet of Licensor's property;
■ Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle
Brokerage, Inc.to include coverage for ongoing operations and completed operations;
• Separation of insureds;
■ The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
-6- Form 421; Rev. 20200605

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c. The parties agree that the workers' compensation and employers' liability related exclusions in the CGL
policy(s) are intended to apply to employees of the policyholder and will not apply to Licensor's
employees.
d. No other endorsements that limit coverage with respect to Licensee's obligations under this agreement
may be included on the policy.
15.2 Business Automobile Insurance
a. The insurance will provide minimum coverage with a combined single limit of at least$1,000,000 per
accident, and include coverage for, but not limited to the following:
■ Bodily injury and property damage.
■ Any and all vehicles owned, used or hired.
b. The policy will include the following endorsements or language, which will be indicated on or attached
to the certificate of insurance:
■ Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor;
■ Separation of insureds;
■ The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
15.3 Workers' Compensation and Employers' Liability Insurance
a. The policy will provide coverage of all employees performing any part of the work or services
including coverage for, but not limited to:
■ Licensee's statutory liability under the workers'compensation laws of the state(s) in which the work
or services are to be performed. The policy will cover all of Licensee's employees, regardless of
whether such coverage is optional under the law of that state(s).
■ Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease
policy limit, $500,000 by disease each employee.
b. The policy will include contain the following endorsements or language, which shall be indicated on or
attached to the certificate of insurance:
■ Waiver of subrogation in favor of and acceptable to Licensor.
15.4 Railroad Protective Liability Insurance. The policy will name only Licensor as the Insured and will provide
coverage of at least$2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained
under this policy shall only be effective during the initial installation and/or construction of the Electric Supply
Line. THE CONSTRUCTION OF THE ELECTRIC SUPPLY LINE SHALL BE COMPLETED WITHIN ONE
(1) YEAR OF THE EFFECTIVE DATE. If further maintenance of the Electric Supply Line is needed at a
later date, an additional Railroad Protective Liability Insurance Policy shall be required. The policy will be
issued on a standard ISO form CG 00 35 12 04 and include the following:
■ Endorsed to include the Pollution Exclusion Amendment.
■ Endorsed to include the Limited Seepage and Pollution Endorsement.
■ Endorsed to remove any exclusion for punitive damages.
■ Endorsed to include Evacuation Expense Coverage Endorsement.
■ No other endorsements restricting coverage may be added.
■ The original policy must be provided to Licensor and Licensee shall not perform any work or services
of any kind under this agreement until Licensor has reviewed and approved the policy.
■ The definition of"Physical Damage to Property"will be endorsed to read: "means direct and accidental
loss of or damage to all property owned by any named insured and all property in any named insured's
care, custody and control (including, but not limited to rolling stock and their contents, mechanical
construction equipment or motive power equipment, railroad tracks, roadbeds, catenaries, signals,
tunnels, bridges and buildings) arising out of the acts or omissions of the contractor named on the
Declarations."
-7- Form 421; Rev. 20200605

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In lieu of providing a Railroad Protective Liability Policy,for a period of one (1)year from the Effective Date,
Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to
Licensee or its contractor. The limits of coverage are the same as above. The cost is $506.00.
A Licensee elects to participate in Licensor's Blanket Policy;
❑ Licensee declines to participate in Licensor's Blanket Policy.
15.5 Other Requirements:
15.5.1 Where allowable by law, no exclusion for punitive damages may be included in any policy.
15.5.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against
Licensor. In addition, Licensee's insurers, through the terms of the policy or policy endorsement,
waive their right of subrogation against Licensor for all claims and suits. Licensee further waives
its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss
of Licensee's owned or leased property or property under Licensee's care, custody, or control.
15.5.3 Allocated Loss Expense, including but not limited to defense costs and expenses,will be in addition
to all policy limits for coverage under the insurance requirements.
15.5.4 Licensee is not allowed to self-insure without the prior written consent of Licensor. If Licensor
allows Licensee to self-insure, Licensee shall directly cover any self-insured retention or other
financial responsibility for claims in lieu of insurance. Any and all Licensor liabilities that would
otherwise be covered by Licensee's insurance in accordance with the provisions of this agreement,
will be covered as if Licensee elected not to include a self-insured retention or other financial
responsibility for claims.
15.5.5 Prior to entering the Premises or commencing the services or work, Licensee shall furnish to
Licensor an acceptable certificate(s)of insurance from an authorized representative evidencing the
required coverage(s), endorsements, and amendments.
15.5.6 Licensee shall notify BNSF in writing at least 30 days prior to any cancellation, non-renewal,
substitution or material alteration of any insurance requirement.
15.5.7 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or
with a current Best's Guide Rating of A-and Class VII or better, and authorized to do business in
the state(s) in which the service is to be provided.
15.5.8 If the coverage provided by any of the insurance policies required by this agreement is purchased
on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of
three years after expiration, cancellation or termination of this agreement.
15.5.9 Licensee agrees to provide evidence to Licensor that it has the required coverage in place at least
annually or in the event of a renewal or material change of coverage.
15.5.10 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance
agent(s)/broker(s), and that Licensee has instructed them to procure the insurance coverage
required by this License.
15.5.11 Not more frequently than once every five years, Licensor may, at its discretion, reasonably modify
the insurance requirements to reflect the then-current risk management practices in the railroad
industry and underwriting practices in the insurance industry.
15.5.12If Licensee will subcontract any portion of the operation, Licensee shall require that the
subcontractor provide and maintain insurance coverage(s)as set forth herein, naming Licensor as
-8- Form 421; Rev. 20200605

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an additional insured. In addition, Licensee shall require that the subcontractor shall release,
defend and indemnify Licensee to the same extent and under the same terms and conditions as
Licensee is required to release, defend and indemnify Licensor under this agreement.
15.5.13 Failure to provide evidence as required by this section shall entitle, but not require, Licensor to
terminate this License immediately. Acceptance of a certificate that does not comply with this
section shall not operate as a waiver of Licensee's obligations hereunder.
15.5.14 The fact that Licensee obtains insurance (including, without limitation, self-insurance) shall not
release or diminish Licensee's liabilities or obligations including,without limitation,the liabilities and
obligations under the indemnity provisions of the License. Damages recoverable by Licensor shall
not be limited by the amount of the required insurance coverage.
15.5.15 In the event of a claim or lawsuit involving Licensor arising out of this Agreement, Licensee will
make the policy covering such claims or lawsuits available to Licensor.
15.5.16 If Licensee maintains broader coverage and/or higher limits than the minimum
requirements in this Agreement, Licensor requires and shall be entitled to the broader coverage
and/or the higher limits. Any available insurance proceeds in excess of the specified minimum
limits of insurance and coverage shall be available to Licensor.
15.5.17 These insurance provisions are intended to be a separate and distinct obligation on the part of the
Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby
regardless of whether or not indemnity provisions are determined to be enforceable in the
jurisdiction in which the work or services performed under this License is performed.
15.5.18 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", TNSF
Railway Company"and the subsidiaries, successors, assigns and affiliates of each.
COMPLIANCE WITH LAWS, REGULATIONS, AND ENVIRONMENTAL MATTERS
16. Compliance with Laws, Rules, and Regulations.
16.1 Licensee shall observe and comply with any and all applicable federal, state, local and tribal laws, statutes,
regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction
("Legal Requirements")relating to the construction, maintenance, and use of the Electric Supply Line and
the use of the Premises.
16.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of
Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees,
contractors, agents or invitees entering upon the Premises completes the safety orientation program at the
Website "www.BNSFcontractor.com" (the "Safety Orientation")within one year prior to entering upon the
Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors,
agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon
the Premises. Licensee must renew (and ensure that its contractors, agents or invitees, as applicable,
renew)the Safety Orientation annually.
16.3 Licensee shall obtain on or before the date it or its contractor enters the Premises, any and all additional
rights-of way, easements, licenses and other agreements relating to the grant of rights and interests in
and/or access to the Premises (collectively, the "Rights") and such other rights, licenses, permits,
authorizations, and approvals (including without limitation, any necessary local, state, federal or tribal
authorizations and environmental permits) that are necessary in order to permit Licensee to construct,
maintain, own and operate the Electric Supply Line and otherwise to perform its obligations hereunder in
accordance with the terms and conditions hereof.
-9- Form 421; Rev. 20200605

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16.4 Licensee shall either require that the initial stated term of each such Rights be for a period that does not
expire, in accordance with its ordinary terms, prior to the last day of the term of this License or, if the initial
stated term of any such Right expires in accordance with its ordinary terms on a date earlier than the last
day of the term of this License, Licensee shall, at its cost, exercise any renewal rights thereunder, or
otherwise acquire such extensions, additions and/or replacements as may be necessary, in order to cause
the stated term thereof to be continued until a date that is not earlier than the last day of the term of this
License.
16.5 Upon the expiration or termination of any Right that is necessary in order for Licensee to own, operate or
use the Electric Supply Line in accordance with the terms and conditions of this License, this License
thereby shall automatically expire upon such expiration or termination of the Right.
17. Environmental.
17.1 Licensee shall strictly comply with all federal, state and local environmental Legal Requirements and
regulations in its use of the Premises,including,but not limited to,the Resource Conservation and Recovery
Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials
Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall
not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by
Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous
substances, as defined by Environmental Laws on or about the Premises.
17.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as
"hazardous waste"and "hazardous substances" may now or in the future be defined by any federal, state,
or local governmental agency or body on the Premises. Licensee agrees periodically to fumish Licensor
with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 17.2.
17.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at(800)832-5452
of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of
Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing
Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to
promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor
immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to
or otherwise cure such release or violation.
17.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in
any way with respect to the Electric Supply Line which occurred or may occur during the term of this
License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to
investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or
Licensor's right-of-way.
17.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known
to Licensee which create a risk of harm to persons, property or the environment and shall take whatever
action is necessary to prevent injury to persons, property, or the environment arising out of such conditions
or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any
obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request
for information regarding said conditions or activities.
DISCLAIMER OF WARRANTIES
18. No Warranties.
18.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS
LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR
IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR
OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL
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WARRANTIES, EXPRESS OR IMPLIED,WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST
BY OPERATION OF LAW OR IN EQUITY, INCLUDING,WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
18.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS
OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED
HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S CONSTRUCTION,
MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE ELECTRIC SUPPLY LINE WILL
VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD PARTIES,
INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND LIENS OF ANY
THIRD PARTY.
19. Disclaimer of Warranty for Quiet Enjoyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES
NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO
COVENANT OF QUIET ENJOYMENT IS MADE.
20. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any
interest in the Premises,or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable
(i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid
in advance, or(ii)for any damages or costs Licensee sustains in connection with the eviction.
LIENS AND TAXES
21. Liens and Charges. Licensee shall promptly pay and discharge any and all liens arising out of any construction,
alterations or repairs done, suffered or permitted to be done by Licensee on the Premises. Licensor is hereby
authorized to post any notices or take any other action upon or with respect to the Premises that is or may be
permitted by law to prevent the attachment of any such liens to the Premises; provided, however, that failure of
Licensor to take any such action shall not relieve Licensee of any obligation or liability under this Section 21 or any
other Section of this License.
22. Taxes. Licensee shall pay when due any taxes, assessments or other charges (collectively, 'Taxes") levied or
assessed by any governmental or quasi-governmental body upon the Electric Supply Line or any other
improvements constructed or installed on the Premises by or for Licensee (collectively, the "Improvements") or
any Taxes levied or assessed against Licensor or the Premises that are attributable to the Improvements.
DEFAULT, TERMINATION, AND SURRENDER
23. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide
evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be
events of default pursuant to which Licensor has the right to terminate as set forth below:
23.1 If default shall be made in any of Licensee's covenants,agreements,orobligations contained in this License
and Licensee fails to cure said default within thirty (30)days after written notice is provided to Licensee by
Licensor,or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor
may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee.
Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if
Licensee fails to provide evidence of insurance as required in Section 15.
23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting
of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of
this License,Licensor may, at its option,terminate this License by serving five(5)days'notice of termination
upon Licensee.
23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this
License for any subsequent default or defaults,nor shall any such waiver in any way affect Licensor's ability
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to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to,
and not in limitation of, any other remedies that Licensor may have at law or in equity.
23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence
of insurance or occurrence of defaults as described above, this License may be terminated by either party,
at any time, by serving thirty(30)days'written notice of termination upon the other party. Such termination
shall not release either parry hereto from any liability or obligation under the License, whether of indemnity
or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or
thereafter in case by the terms of the License it is provided that anything shall or may be done after
termination hereof.
24. Surrender of the Premises.
24.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and
expense:
24.1.1 if so directed by Licensor in writing, remove the Improvements, the Electric Supply Line and all
appurtenances thereto, or, at the sole discretion of Licensor, appropriately decommission the
Electric Supply Line with a method satisfactory to Licensor;
24.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing
out of, or connected with Licensee's use of the Premises;
24.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and
24.1.4 leave the Premises in substantially the condition which existed as of the Effective Date or as
otherwise agreed to by Licensor.
24.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor
or if Licensee fails to complete its obligations under Section 24.1 above (the "Restoration Obligations"),
Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee
to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall
continue in effect until the Premises are surrendered and the Restoration Obligations are completed.
Neither termination nor expiration shall release Licensee from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date
of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration
Obligations are completed.
24.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such
termination of its tenancy, then Licensor may, at its election, either: (i) remove the Electric Supply Line and
the other Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty
(30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to
Licensee, take and hold the Electric Supply Line and the other Improvements and personal property as its
sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's
obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore.
Further, if Licensor has consented to the Electric Supply Line and the other Improvements remaining on
the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form
acceptable to Licensor conveying the Electric Supply Line and the other Improvements to Licensor for no
additional consideration.
MISCELLANEOUS
25. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of,and
be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each
such successor and assign was named a party to this License.
-12- Form 421; Rev. 20200605

DocuSign Envelope ID:289980AD-CD4B-49D1-AD56-5DAF7D7E1B77
Tracking#24W-20269
26. Assignment.
26.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest
herein (either voluntarily or by operation of law, merger, or otherwise)without the prior written consent of
Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted
assignment by Licensee in violation of this Section 26 shall be a breach of this License and, in addition,
shall be voidable by Licensor in its sole and absolute discretion.
26.2 For purposes of this Section 26, the word "assign" shall include without limitation (a) any sale of the equity
interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale
own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity
interests of Licensee, (b)any sale of all or substantially all of the assets of(i)Licensee and (ii)to the extent
such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization,
recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any
reorganization, recapitalization, merger or consolidation following which the equity interest holders of
Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly
or indirectly, at least 50% of the combined voting power of the outstanding voting equity interests of
Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger
or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND
WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN
LICENSOR'S SOLE DISCRETION.
26.3 Notwithstanding the provisions of Section 26.1 above or anything contained in this License to the contrary,
if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of
the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"),
the Purported Transferee's enjoyment of the rights and privileges granted under this License shall be
deemed to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this
License, including but not limited to the obligation to comply with the provisions of Section 15 above
concerning insurance requirements. In addition to and not in limitation of the foregoing, Licensee,for itself,
its successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any
nature, kind or description of any person or entity directly or indirectly arising out of, resulting from or related
to (in whole or in part) a Purported Assignment. The provisions of this Section 26.3 shall survive the
expiration or earlier termination of this License.
26.4 Licensor shall have the right to transfer and assign, in whole or part, all of its rights and obligations under
this License, and upon any such transfer or assignment, Licensor shall be released from any further
obligations hereunder and Licensee agrees to look solely to the successor in interest of Licensor for the
performance of such obligations.
27. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other
shall be in writing and the same shall be given and shall be deemed to have been served and given if(i) placed in
the United States mail,certified, return receipt requested,or(ii)deposited into the custody of a nationally recognized
overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to
such other address as the parry to be notified may designate by giving the other party no less than thirty(30)days'
advance written notice of such change in address.
If to Licensor: Jones Lang LaSalle Brokerage, Inc.
2650 Lou Menk Drive, MOB2
Fort Worth, TX 76131-2830
Attn: Permits/Licenses
with a copy to: BNSF Railway Company
2650 Lou Menk Dr.
Fort Worth, TX 76131
Attn: Senior Manager Real Estate
-13- Form 421; Rev. 20200605

DocuSign Envelope ID:289980AD-CD4B-49D1-AD56-5DAF7D7E1B77
Tracking#24W-20269
If to Licensee: PacifiCorp
825 NE Multnomah Street, Suite 1700
Portland, OR 97232
Attn: Scott Mease
28. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of
termination or expiration, or, if later, the date when the Electric Supply Line and the other Improvements are
removed and the Restoration Obligations are completed in accordance with the terms hereof.
29. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public
record.
30. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be
decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions.
31. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held
to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or
invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License.
32. Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all
matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the
parties hereto relating to Licensee's use of the Premises as described herein. However, nothing herein is intended
to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in
any prior written agreement between the parties.
33. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of
Licensee herein contained shall be the joint and several covenants and agreements of such parties.
34. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right
of Licensor to enforce that provision for any subsequent breach thereof.
35. Interpretation.
35.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based
upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to
the principle that a contract would be construed against the party which drafted the same. Article titles,
headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of
reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The
exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the
same extent as if they were set forth verbatim herein.
35.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation"
whether or not they are in fact followed by such words or words of like import; "writing", "written" and
comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible
form; references to any person are also to that person's successors and permitted assigns; "hereof',
"herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article,
section, or other subdivision hereof or attachment hereto; references to any gender include references to
the masculine or feminine as the context requires; references to the plural include the singular and vice
versa;and references to this License or other documents are as amended, modified or supplemented from
time to time.
36. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be
deemed an original but which together shall constitute one and the same instrument, and the signature pages from
any counterpart may be appended to any other counterpart to assemble fully executed documents,and counterparts
-14- Form 421; Rev. 20200605

DocuSign Envelope ID:289980AD-CD4B-49D1-AD56-5DAF7D7E1B77
Tracking#24W-20269
of this License may also be exchanged electronically and any electronic version of any party's signature shall be
deemed to be an original signature for all purposes.
37. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway
Company.
END OF PAGE—SIGNATURE PAGE FOLLOWS
- 15- Form 421; Rev. 20200605

DocuSign Envelope ID:289980AD-CD4B-49D1-AD56-5DAF7D7E1B77
Tracking#24W-20269
This License has been duly executed by the parties hereto as of the Effective Date.
LICENSOR:
BNSF Railway Company, a Delaware corporation
By: Jones Lang LaSalle Brokerage, Inc.
2650 Lou Menk Drive, MOB2
Fort Worth, TX 76131-2830
g-d bey::V IY(, Ylllec��YL�B+: [EE,ko,ED/5R U
By: Patricia Villegas
Title: Vice President, Permits
LICENSEE:
PacifiCorp, an Oregon corporation
B : `
Y
B . J mes Palmer
Title. anager, Right of Way
- 16- Form 421; Rev. 20200605

DocuSign Envelope ID:289980AD-CD4B-49D1-AD56-5DAF7D7E1B77 TRACKING NO. 24W-20269
N
EXHIBIT "A" 11,
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SCALE:1 IN = 100 FT w SECTION: 21 2
NORTHWEST DIV. p TOWNSHIP & RANGE:
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Community
DESCRIPTION OF WIRES OVER TRACK
WIRES LOCATED AS SHOWN BOLD
DISTANCE ABOVE CLEARS RAILWAY
TYPE NUMBER VOLTAGE TOP OF RAIL COMPANY'S WIRES
ELECTRIC/ 3/ 12.47KV/
NEUTRAL 1 46'
BEND
COUNTY OF DESCHUTES STATE OF OR ANC
DRAWING NO. 90163

ATTACHMENT E
to
PacifiCorp Notice of Affiliate Transaction

DocuSign Envelope ID:6F1D32C8-D09B-45F1-806F-08340C612C54
LL Jones Lang LaSalle Brokerage, Inc.
J 2650 Lou Menk Drive—MOB2
(()0) Fort Worth,TX 76131
817-352-1035
May 21, 2024
PacifiCorp 24W-20317
Attention: Mr. Imogen Taylor
825 NE Multnomah Street, Suite 1700
Portland, OR 97232
Dear Mr. Taylor:
Enclosed please find one (1) fully executed Communication License Agreement. A copy of the executed
agreement must be available upon request at the job site as authorization to do the work. Please contact
BNSF's Scheduling Agent at wilsoncompany.utility,icAwilsonco.com or 816-556-3624 at least fifteen(15)
days in advance of entry and BEFORE FOUDIG, CALL [phone](option 1).
Licensee must ensure that each of its employees, contractors, agents or invitees entering upon the premises
completes the safety orientation program at the website www.BNSFcontractor.com prior to entering upon
the premises. The certification is good for one year,and each person entering the premises must possess the
card certifying completion.
No encroachment above, below or on BNSF Right-of-Way will be allowed without the presence of an
Inspector Coordinator and Flagman. You must contact BNSF's Scheduling Agent to arrange for those
services. The scheduling agent may be contacted at wilsoncompany.utility.icgwilsonco.com or 816-556-
3624. The installation contractor must comply with all applicable sections of this agreement, including the
requirements of section 16 regarding safety requirements prior to encroaching on BNSF Right-of-Way. The
installation contractor must present and maintain a copy of the executed agreement on site for the duration
of the installation activities.
Please note that a copy of the executed agreement must be available upon request at job site(s) allowing
authorization to do the work.
If you need additional information,please contact me at(817) 352-1035.
Sincerely,
Katie Robles
Manager Permits
Enclosure
cc: [e-mail]
Jason Winans -BNSF Roadmaster—Jason.Winansgbnsfcom
Elias Esparza—BNSF Engineer—Elias.Esparza(a,bnsf.com

DocuSign Envelope ID:6F1D32C8-D09B-45F1-806F-08340C612C54
Tracking#24W-20317
LICENSE FOR COMMUNICATION LINE, TELEVISION CABLE,
AND/OR FIBER OPTIC LINE ACROSS OR ALONG RAILWAY PROPERTY
THIS LICENSE FOR COMMUNICATION LINE, TELEVISION CABLE AND/OR FIBER OPTIC LINE ("License")
is made to be effective May 29th, 2024 (the "Effective Date") by and between BNSF RAILWAY COMPANY, a Delaware
corporation ("Licensor") and PACIFICORP, an Oregon corporation ("Licensee").
In consideration of the mutual covenants contained herein, the parties agree to the following:
GENERAL
1. Grant of License. Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests, and
estates of third parties, including, without limitation, any leases, use rights, easements, liens, or other
encumbrances, and upon the terms and conditions set forth below, to construct and maintain in strict accordance
with the drawings and specifications approved by Licensor as part of Licensee's application process(the"Drawings
and Specifications")a communication line, television cable, and/or a fiber optic line containing a maximum of one
(1) conduit, together with all conductors and their supporting or containing structures (collectively, the
"Communication Line"), across or along Licensor's rail corridor at or near the station of Wallula, County of Walla
Walla, State of Washington, Line Segment 0451, Mile Post 0.72 as shown on the attached Drawing No. 90236,
dated March 1, 2024, attached hereto as Exhibit "A" and incorporated herein by reference (the "Premises").
Licensee warrants that it has exercised due care in establishing the Drawings and Specifications and has conducted
testing and carefully assessed the design process to conclude that the risks associated with using and operating
the Communication Line as intended by Licensee will not pose any unreasonable risks to Licensor or to the
Premises.
2. Term. This License shall commence on the Effective Date and shall continue for a period of twenty (20) years,
subject to prior termination as hereinafter described.
3. Existing Improvements. Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees,
licensees, easement beneficiaries or lien holders, if any, or interfere with the use, repair, maintenance or
replacement of such improvements.
4. Use of the Premises. Licensee shall use the Premises solely for construction, maintenance, and use of the
Communication Line in accordance with the Drawings and Specifications. Licensee shall not use the Premises for
any other purpose.
5. Alterations. Except as set forth in this License, Licensee may not make any alterations to the Premises or
permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without
Licensor's prior written consent.
COMPENSATION
6. License Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of Three Thousand Eight Hundred
One and No/100 Dollars ($3,801.00) as compensation for the use of the Premises.
7. Costs and Expenses.
7.1 For the purpose of this License, "cost" or "costs" and "expense" or"expenses" includes, but is not limited
to, actual labor and material costs including all assignable additives, and material and supply costs at
current value where used.
7.2 Licensee agrees to reimburse Licensor (pursuant to the terms of Section 8 below) for all costs and
expenses incurred by Licensor in connection with Licensee's use of the Premises or the presence,
construction and maintenance of the Communication Line, including but not limited to the furnishing of
Licensor's flaggers and any vehicle rental costs incurred, inspection coordination, safety, mobilization
and/or other observation services described in this License (collectively, the "Services"). Licensee shall
bear the cost of the Services, when deemed necessary by Licensor's representative. Flagging costs shall
-1 - Form 420;Rev.20190916

DocuSign Envelope ID:6F1D32C8-D09B-45F1-806F-08340C612C54
Tracking#24W-20317
include, but not be limited to, the following: pay for at least an eight (8) hour basic day with time and one-
half or double time for overtime, rest days and holidays (as applicable); vacation allowance; paid holidays
(as applicable); railway and unemployment insurance; public liability and property damage insurance;
health and welfare benefits; transportation; meals; lodging and supervision. Negotiations for railway labor
or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may
increase flagging rates. Flagging rates in effect at the time of performance by the flaggers will be used to
calculate the flagging costs pursuant to this Section 7.
7.3 Licensor, at is sole discretion, may elect to designate a third party (the "Scheduling Agent"), to perform
and/or arrange for the performance of the Services.
8. Payment Terms. All invoices are due thirty (30) days after the date of invoice. If Licensee fails to pay any monies
due to Licensor within thirty (30) days after the invoice date, then Licensee shall pay interest on such unpaid sum
from the due date until paid at an annual rate equal to the lesser of (i) the prime rate last published in The Wall
StreetJournal in the preceding December plus two and one-half percent(2-1/2%),or(ii)the maximum rate permitted
by law.
LICENSOR'S RESERVED RIGHTS
9. Reserved Rights of Use. Licensor excepts and reserves the right,to be exercised by Licensor and any other parties
who may obtain written permission or authority from Licensor:
9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication
pipe/lines/cables and appurtenances (other than the Communication Line)and other facilities or structures
of like character upon, over, under or across the Premises existing as of the Effective Date;
9.2 to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities,
structures and related appurtenances upon, over, under or across the Premises; or
9.3 to use the Premises in any manner as Licensor in its sole discretion deems appropriate, provided Licensor
uses all commercially reasonable efforts to avoid material interference with the use of the Premises by
Licensee for the purpose specified in Section 4 above.
10. Right to Require Relocation. If at any time during the term of this License, Licensor desires the use of its rail corridor
in such a manner as would, in Licensor's reasonable opinion, be interfered with by the Communication Line,
Licensee shall, at its sole expense, within thirty(30)days after receiving written notice from Licensor to such effect,
make such changes in the Communication Line as in the sole discretion of Licensor may be necessary to avoid
interference with the proposed use of Licensor's rail corridor, including, without limitation, the relocation of the
Communication Line, or the construction of a new line to replace the Communication Line. Notwithstanding the
foregoing, Licensee agrees to make all emergency changes and minor adjustments, as determined by Licensor in
its sole discretion, to the Communication Line promptly upon Licensor's request.
LICENSEE'S OPERATIONS
11. Construction and Maintenance of the Communication Line.
11.1 Licensee shall not enter the Premises or commence construction unless accompanied by Licensor's
representative, the Scheduling Agent or its designee. Licensee shall notify Licensor's Roadmaster, Jason Winans
at [e-mail], telephone [phone], at least ten (10) business days prior to installation of the
Communication Line and prior to entering the Premises for any subsequent maintenance thereon. In the event of
emergency, Licensee shall notify Licensor of Licensee's entry onto the Premises at the telephone number above
as soon as practicable and shall promptly thereafter follow up with written notice of such entry.
11.2 Licensee's on-site supervisors shall retain/maintain a fully executed copy of this License at all times while
on the Premises.
11.3 While on the Premises, Licensee shall use only public roadways to cross from one side of Licensor's tracks
to the other.
-2- Form 420;Rev.20190916

DocuSign Envelope ID:6F1D32C8-D09B-45F1-806F-08340C612C54
Tracking#24W-20317
11.4 Any contractors or subcontractors performing work on the Communication Line or entering the Premises
on behalf of Licensee shall be deemed servants and agents of Licensee for purposes of this License.
11.5 Under no conditions shall Licensee be permitted to conduct any tests, investigations or any other activity
using mechanized equipment and/or machinery,or place or store any mechanized equipment,tools or other
materials,within twenty-five (25)feet of the centerline of any railroad track on the Premises unless Licensee
has obtained prior written approval from Licensor. Licensee shall, at its sole cost and expense, perform all
activities on and about the Premises, including without limitation all construction and maintenance of the
Communication Line, in such a manner and of such materials as not at any time to endanger or interfere
with (i) the existence or use of present or future tracks, roadbeds or property of Licensor, (ii) the safe
operation and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. If
ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous condition,
Licensee shall immediately do so. Notwithstanding the foregoing right of Licensor, the parties agree that
Licensor has no duty or obligation to monitor Licensee's use of the Premises to determine the safe nature
thereof, it being solely Licensee's responsibility to ensure that Licensee's use of the Premises is safe.
Neither the exercise nor the failure by Licensor to exercise any rights granted in this Section will alter the
liability allocation provided by this License.
11.6 Licensee shall, at its sole cost and expense, construct and maintain the Communication Line in such a
manner and of such material that the Communication Line will not at any time endanger or interfere with (i)
the existence or use of present or future tracks, roadbeds, or property of Licensor, (ii) the safe operation
and activities of Licensor or existing third parties, or (iii) the rights or interests of third parties. The
construction of the Communication Line shall be completed within one (1) year of the Effective Date, and
any subsequent maintenance shall be completed within one (1) year of initiation. Within fifteen (15) days
after completion of the construction of the Communication Line or the performance of any subsequent
maintenance thereon, Licensee shall, at Licensee's own cost and expense, restore the Premises to
substantially their state as of the Effective Date, unless otherwise approved in advance by Licensor in
writing. On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost
and expense, surrender the Premises to Licensor pursuant to the terms and conditions set forth in Section
24 hereof.
11.7 Licensor may direct one or more of its field engineers or inspectors to observe or inspect the construction
and/or maintenance of the Communication Line at any time for compliance with the Drawings and
Specifications and Legal Requirements (defined below). Licensee shall reimburse Licensor for the cost of
such observation or inspection related services pursuant to Section 8. If ordered at any time to halt
construction or maintenance of the Communication Line by Licensor's personnel due to non-compliance
with the Drawings and Specifications or any other hazardous condition, Licensee shall immediately do so.
Notwithstanding the foregoing right of Licensor, the parties agree that Licensor has no duty or obligation to
observe or inspect, or to halt work on, the Communication Line, it being solely Licensee's responsibility to
ensure that the Communication Line is constructed and maintained in strict accordance with the Drawings
and Specifications and in a safe and workmanlike manner in compliance with all terms hereof. Neither the
exercise of, nor the failure by Licensor to exercise, any right granted by this Section will alter in any way
the liability allocation provided by this License. If at any time Licensee shall, in the sole judgment of
Licensor, fail to properly perform its obligations under this Section 11, Licensor may, at its option and at
Licensee's sole expense, arrange for the performance of such work as it deems necessary for the safety of
its operations and activities. Licensee shall promptly reimburse Licensor for all costs and expenses of such
work, pursuant to the terms of Section 8. Licensor's failure to perform any obligations of Licensee shall
not alter the liability allocation hereunder.
11.8 Licensee shall, at its sole cost and expense, remove all combustible material from around wooden poles
on the Premises, if any, and will at all times keep the space around such poles free of such material, and if
removal of such combustible material shall not be attended to with fifteen (15) days after having been
requested by Licensor to do so, Licensor shall have the right itself to perform the work and Licensee hereby
agrees to reimburse Licensor for the expense so incurred.
11.9 Licensee shall, at its sole cost and expense, construct and at all times maintain the Communication Line in
accordance with the National Electric Code. The use of a rail mounted cable plow to install the
-3- Form 420;Rev.20190916

DocuSign Envelope ID:6F1D32C8-D09B-45F1-806F-08340C612C54
Tracking#24W-20317
Communication Line is strictly prohibited unless advance written approval is granted by Licensor, which
approval Licensor may grant or withhold in its sole and absolute discretion. Unless otherwise specified, all
underground line shall be installed at least forty-eight (48) inches below grade level.
12. Boring and Excavation.
12.1 Prior to Licensee conducting any boring,excavation,or similar work on or about any portion of the Premises,
Licensee shall contact the applicable State's call-before-you-dig utility location service to have 3rd parties
mark the location of utilities. Licensee shall explore the proposed location for such work with hand tools
to a depth of at least three (3) feet below the surface of the ground to determine whether pipelines
or other structures exist below the surface, provided, however, that in lieu of the foregoing hand-tool
exploration, Licensee shall have the right to use suitable detection equipment or other generally accepted
industry practice (etc.., consulting with the United States Infrastructure Corporation) to determine the
existence or location of pipelines and other subsurface structures prior to drilling or excavating with
mechanized equipment. Licensee shall request information from Licensor concerning the existence and
approximate location of Licensor's underground lines, utilities, and pipelines at or near the vicinity of the
proposed Communication Line by contacting Licensor's Telecommunications, currently at 1-800-713-3599,
option 1, Helpdesk at least thirty (30) business days prior to installation of the Communication Line. Upon
receiving Licensee's timely request, Licensor will provide Licensee with the information Licensor has in its
possession regarding any existing underground lines, utilities, and pipelines at or near the vicinity of the
proposed Communication Line and, if applicable, identify the location of such lines on the Premises
pursuant to Licensor's standard procedures. Licensor does not warrant the accuracy or completeness of
information relating to subsurface conditions of the Premises and Licensee's operations will be subject at
all times to the liability provisions herein.
12.2 For all bores greater than 26-inch diameter and at a depth less than 10.0 feet below bottom of rail, a soil
investigation must be performed by Licensee and reviewed by Licensor prior to construction. This study is
to determine if granular material is present, and to prevent subsidence during the installation process. If
the investigation determines in Licensor's reasonable opinion that granular material is present, Licensor
may select a new location for Licensee's use, or may require Licensee to furnish for Licensor's review and
approval, in Licensor's sole discretion, a remedial plan to deal with the granular material. Once Licensor
has approved any such remedial plan in writing, Licensee shall, at Licensee's sole cost and expense, carry
out the approved plan in accordance with all terms thereof and hereof.
12.3 Any open hole, boring,or well constructed on the Premises by Licensee shall be safely covered and secured
at all times when Licensee is not working in the actual vicinity thereof. Following completion of that portion
of the work, all holes or borings constructed on the Premises by Licensee shall be:
12.3.1 filled in to surrounding ground level with compacted bentonite grout; or
12.3.2 otherwise secured or retired in accordance with any applicable Legal Requirement. No excavated
materials may remain on Licensor's property for more than ten (10) days, but must be properly
disposed of by Licensee in accordance with applicable Legal Requirements.
LIABILITY AND INSURANCE
13. Liability and Indemnification.
13.1 For purposes of this License: (a) "Indemnitees" means Licensor and Licensor's affiliated companies,
partners, successors, assigns, legal representatives, officers, directors, shareholders, employees, and
agents; (b) "Liabilities" means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes
of action, suits, demands, judgments, and expenses (including, without limitation, court costs, reasonable
attorneys' fees, costs of investigation, removal and remediation, and governmental oversight costs)
environmental or otherwise; and (c) "Licensee Parties" means Licensee and Licensee's officers, agents,
invitees, licensees, employees, or contractors, or any party directly or indirectly employed by any of them,
or any party they control or exercise control over.
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13.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE ITS
CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS INDEMNITEES FOR,
FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE, KIND, OR DESCRIPTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO(IN WHOLE OR
IN PART):
13.2.1 THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL PROVISIONS,
13.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE,
13.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES,
13.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY OR
CONTRIBUTED TO BY LICENSEE, OR
13.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY.
13.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES AND
WILL INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL
CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR IS A GENERATOR,
OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE PURPOSES OF THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS
AMENDED("CERCLA")OR OTHER ENVIRONMENTAL LAWS(DEFINED BELOW). NOTHING IN THIS
LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY INDEMNITEE'S
COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO CONSTRUED. IF ANY
AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER OF ANY INDEMNITEE'S
COMMON CARRIER DEFENSES, LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND
DEFEND INDEMNITEES FOR ANY LIABILITIES RELATED TO THAT CONSTRUCTION OF THIS
LICENSE. IN NO EVENT AS BETWEEN LICENSOR AND LICENSEE AS TO USE OF THE PREMISES
AS CONTEMPLATED BY THIS LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR
THE ENVIRONMENTAL CONDITION OF THE PREMISES.
13.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN EMPLOYEE OF
ANY INDEMNITEE,TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL,AND SHALL
CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES
HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE
OR IN PART) ANY SUCH ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF
EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS
THEREUNDER: THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE
LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE
RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL
STATUTE.
13.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES
ARE PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM
OR ATTRIBUTED TO ANY OTHER ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR
STRICT LIABILITY OF ANY INDEMNITEE.
13.6 Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit or other
proceeding brought against any Indemnitee by any entity, relating to any matter covered by this License for
which Licensee has an obligation to assume liability for and/or save and hold harmless any Indemnitee.
Licensee shall pay all costs and expenses incident to such defense, including, but not limited to, reasonable
attorneys'fees, investigators'fees, litigation and appeal expenses, settlement payments, and amounts paid
in satisfaction of judgments.
14. Personal Property Risk of Loss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES,
EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF LICENSEE ONLY,
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AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF,WHETHER OR
NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.
15. Insurance. Licensee shall, at its sole cost and expense, procure and maintain during the term of this License the
following insurance coverage:
15.1 Commercial General Liability"CGL" Insurance.
a. The policy will provide a minimum of $2,000,000 per occurrence and an aggregate limit of at least
$4,000,000 but in no event will the coverage be in an amount less than the amount otherwise carried
by Licensee. Coverage must be purchased on a post 2004 ISO occurrence form or equivalent and
include coverage for, but not limited to, the following:
■ Bodily Injury and Property Damage
■ Personal Injury and Advertising Injury
■ Fire legal liability
■ Products and completed operations
■ Contractual Liability for an "Insured Contract" consistent with the definition under the standard ISO
general liability policy form.
b. This policy will include the following endorsements or language,which shall be indicated on or attached
to the certificate of insurance:
■ The definition of"Insured Contract"will be amended to remove any exclusion or other limitation for
any work being done within 50 feet of Licensor's property;
■ Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor and Jones Lang LaSalle
Brokerage, Inc.to include coverage for ongoing operations and completed operations;
■ Separation of insureds;
■ The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
c. The parties agree that the workers'compensation and employers' liability related exclusions in the CGL
policy(s) are intended to apply to employees of the policyholder and will not apply to Licensor's
employees.
d. No other endorsements that limit coverage with respect to Licensee's obligations under this agreement
may be included on the policy.
15.2 Business Automobile Insurance
a. The insurance will provide minimum coverage with a combined single limit of at least $1,000,000 per
accident, and include coverage for, but not limited to the following:
■ Bodily injury and property damage.
■ Any and all vehicles owned, used or hired.
b. The policy will include the following endorsements or language, which will be indicated on or attached
to the certificate of insurance:
• Waiver of subrogation in favor of and acceptable to Licensor;
■ Additional insured endorsement in favor of and acceptable to Licensor;
• Separation of insureds;
■ The policy shall be primary and non-contributing with respect to any insurance carried by Licensor.
15.3 Workers' Compensation and Employers' Liability Insurance
a. The policy will provide coverage of all employees performing any part of the work or services
including coverage for, but not limited to:
■ Licensee's statutory liability under the workers'compensation laws of the state(s) in which the work
or services are to be performed. The policy will cover all of Licensee's employees, regardless of
whether such coverage is optional under the law of that state(s).
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■ Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 by disease
policy limit, $500,000 by disease each employee.
b. The policy will include contain the following endorsements or language, which shall be indicated on or
attached to the certificate of insurance:
■ Waiver of subrogation in favor of and acceptable to Licensor.
15.4 Railroad Protective Liability Insurance. The policy will name only Licensor as the Insured and will provide
coverage of at least$2,000,000 per occurrence and $6,000,000 in the aggregate. The coverage obtained
under this policy shall only be effective during the initial installation and/or construction of the
Communication Line. THE CONSTRUCTION OF THE COMMUNICATION LINE SHALL BE
COMPLETED WITHIN ONE (1) YEAR OF THE EFFECTIVE DATE. If further maintenance of the
Communication Line is needed at a later date, an additional Railroad Protective Liability Insurance Policy
shall be required. The policy will be issued on a standard ISO form CG 00 35 12 04 and include the
following:
■ Endorsed to include the Pollution Exclusion Amendment.
■ Endorsed to include the Limited Seepage and Pollution Endorsement.
■ Endorsed to remove any exclusion for punitive damages.
■ Endorsed to include Evacuation Expense Coverage Endorsement.
■ No other endorsements restricting coverage may be added.
■ The original policy must be provided to Licensor and Licensee shall not perform any work or services
of any kind under this agreement until Licensor has reviewed and approved the policy.
■ The definition of"Physical Damage to Property"will be endorsed to read: "means direct and accidental
loss of or damage to all property owned by any named insured and all property in any named insured's
care, custody and control (including, but not limited to rolling stock and their contents, mechanical
construction equipment or motive power equipment, railroad tracks, roadbeds, catenaries, signals,
tunnels, bridges and buildings) arising out of the acts or omissions of the contractor named on the
Declarations."
In lieu of providing a Railroad Protective Liability Policy,for a period of one (1)year from the Effective Date,
Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to
Licensee or its contractor. The limits of coverage are the same as above. The cost is $506.00.
§0 Licensee elects to participate in Licensor's Blanket Policy;
❑ Licensee declines to participate in Licensor's Blanket Policy.
15.5 Other Requirements:
15.5.1 Where allowable by law, no exclusion for punitive damages may be included in any policy.
15.5.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against
Licensor. In addition, Licensee's insurers, through the terms of the policy or policy endorsement,
waive their right of subrogation against Licensor for all claims and suits. Licensee further waives
its right of recovery, and its insurers also waive their right of subrogation against Licensor for loss
of Licensee's owned or leased property or property under Licensee's care, custody, or control.
15.5.3 Allocated Loss Expense, including but not limited to defense costs and expenses,will be in addition
to all policy limits for coverage under the insurance requirements.
15.5.4 Licensee is not allowed to self-insure without the prior written consent of Licensor. If Licensor
allows Licensee to self-insure, Licensee shall directly cover any self-insured retention or other
financial responsibility for claims in lieu of insurance. Any and all Licensor liabilities that would
otherwise be covered by Licensee's insurance in accordance with the provisions of this agreement,
will be covered as if Licensee elected not to include a self-insured retention or other financial
responsibility for claims.
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15.5.5 Prior to entering the Premises or commencing the services or work, Licensee shall furnish to
Licensor an acceptable certificate(s)of insurance from an authorized representative evidencing the
required coverage(s), endorsements, and amendments.
15.5.6 Licensee agrees to provide evidence to Licensor that it has the required coverage in place at least
annually or in the event of a renewal or material change of coverage.
15.5.7 Any insurance policy shall be written by a reputable insurance company acceptable to Licensor or
with a current Best's Guide Rating of A- and Class VII or better, and authorized to do business in
the state(s) in which the service is to be provided.
15.5.8 If the coverage provided by any of the insurance policies required by this agreement is purchased
on a "claims made" basis, Licensee hereby agrees to maintain coverage in force for a minimum of
three years after expiration, cancellation or termination of this agreement.
15.5.9 Licensee agrees to provide evidence to Licensor that it has the required coverage in place at least
annually or in the event of a renewal or material change of coverage.
15.5.10 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance
agent(s)/broker(s), and that Licensee has instructed them to procure the insurance coverage
required by this License.
15.5.11 Not more frequently than once every five years, Licensor may, at its discretion, reasonably modify
the insurance requirements to reflect the then-current risk management practices in the railroad
industry and underwriting practices in the insurance industry.
15.5.12If Licensee will subcontract any portion of the operation, Licensee shall require that the
subcontractor provide and maintain insurance coverage(s)as set forth herein, naming Licensor as
an additional insured. In addition, Licensee shall require that the subcontractor shall release,
defend and indemnify Licensee to the same extent and under the same terms and conditions as
Licensee is required to release, defend and indemnify Licensor under this agreement.
15.5.13 Failure to provide evidence as required by this section shall entitle, but not require, Licensor to
terminate this License immediately. Acceptance of a certificate that does not comply with this
section shall not operate as a waiver of Licensee's obligations hereunder.
15.5.14 The fact that Licensee obtains insurance (including, without limitation, self-insurance) shall not
release or diminish Licensee's liabilities or obligations including,without limitation,the liabilities and
obligations under the indemnity provisions of the License. Damages recoverable by Licensor shall
not be limited by the amount of the required insurance coverage.
15.5.15 In the event of a claim or lawsuit involving Licensor arising out of this Agreement, Licensee will
make the policy covering such claims or lawsuits available to Licensor.
15.5.16 If Licensee maintains broader coverage and/or higher limits than the minimum
requirements in this Agreement, Licensor requires and shall be entitled to the broader coverage
and/or the higher limits. Any available insurance proceeds in excess of the specified minimum
limits of insurance and coverage shall be available to Licensor.
15.5.17 These insurance provisions are intended to be a separate and distinct obligation on the part of the
Licensee. Therefore, these provisions shall be enforceable and Licensee shall be bound thereby
regardless of whether or not indemnity provisions are determined to be enforceable in the
jurisdiction in which the work or services performed under this License is performed.
15.5.18 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC", "BNSF
Railway Company" and the subsidiaries, successors, assigns and affiliates of each.
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COMPLIANCE WITH LAWS, REGULATIONS AND ENVIRONMENTAL MATTERS
16. Compliance with Laws, Rules, and Regulations.
16.1 Licensee shall observe and comply with any and all applicable federal, state, local and tribal laws, statutes,
regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction
("Legal Requirements") relating to the construction, maintenance and use of the Communication Line and
the use of the Premises.
16.2 Prior to entering the Premises, Licensee shall and shall cause its contractor(s) to comply with all of
Licensor's applicable safety rules and regulations. Licensee must ensure that each of its employees,
contractors, agents or invitees entering upon the Premises completes the safety orientation program at the
Website "www.BNSFcontractor.com" (the "Safety Orientation")within one year prior to entering upon the
Premises. Additionally, Licensee must ensure that each and every employee of Licensee, its contractors,
agents and invitees possess a card certifying completion of the Safety Orientation prior to entering upon
the Premises. Licensee must renew (and ensure that its contractors, agents or invitees, as applicable
renew)the Safety Orientation annually.
16.3 Licensee shall obtain on or before the date it or its contractor enters the Premises, any and all additional
rights-of way, easements, licenses and other agreements relating to the grant of rights and interests in
and/or access to the Premises (collectively, the "Rights") and such other rights, licenses, permits,
authorizations, and approvals (including without limitation, any necessary local, state, federal or tribal
authorizations and environmental permits) that are necessary in order to permit Licensee to construct,
maintain, own and operate the Communication Line and otherwise to perform its obligations hereunder in
accordance with the terms and conditions hereof.
16.4 Licensee shall either require that the initial stated term of each such Rights be for a period that does not
expire, in accordance with its ordinary terms, prior to the last day of the term of this License or, if the initial
stated term of any such Right expires in accordance with its ordinary terms on a date earlier than the last
day of the term of this License, Licensee shall, at its cost, exercise any renewal rights thereunder, or
otherwise acquire such extensions, additions and/or replacements as may be necessary, in order to cause
the stated term thereof to be continued until a date that is not earlier than the last day of the term of this
License.
16.5 Upon the expiration or termination of any Right that is necessary in order for Licensee to own, operate or
use the Communication Line in accordance with the terms and conditions of this License, this License
thereby shall automatically expire upon such expiration or termination of the Right.
17. Environmental.
17.1 Licensee shall strictly comply with all federal, state and local environmental Legal Requirements and
regulations in its use of the Premises, including, but not limited to,the Resource Conservation and Recovery
Act, as amended (RCRA), the Clean Water Act, the Oil Pollution Act, the Hazardous Materials
Transportation Act, and CERCLA (collectively referred to as the "Environmental Laws"). Licensee shall
not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by
Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous
substances, as defined by Environmental Laws on or about the Premises.
17.2 Licensee covenants that it will not handle or transport "hazardous waste" or "hazardous substances", as
"hazardous waste" and "hazardous substances" may now or in the future be defined by any federal, state,
or local governmental agency or body on the Premises. Licensee agrees periodically to furnish Licensor
with proof, satisfactory to Licensor that Licensee is in compliance with the provisions of this Section 17.2.
17.3 Licensee shall give Licensor immediate notice to Licensor's Resource Operations Center at(800)832-5452
of any known (i) release of hazardous substances on, from, or affecting the Premises, (ii) violation of
Environmental Laws, or (iii) inspection or inquiry by governmental authorities charged with enforcing
Environmental Laws with respect to Licensee's use of the Premises. Licensee shall use the best efforts to
promptly respond to any release on, from, or affecting the Premises. Licensee also shall give Licensor
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immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to
or otherwise cure such release or violation.
17.4 If Licensor has notice from Licensee or otherwise of a release or violation of Environmental Laws arising in
any way with respect to the Communication Line which occurred or may occur during the term of this
License, Licensor may require Licensee, at Licensee's sole risk and expense, to take timely measures to
investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises or
Licensor's right-of-way.
17.5 Licensee shall promptly report to Licensor in writing any conditions or activities upon the Premises known
to Licensee which create a risk of harm to persons, property or the environment and shall take whatever
action is necessary to prevent injury to persons, property, or the environment arising out of such conditions
or activities; provided, however, that Licensee's reporting to Licensor shall not relieve Licensee of any
obligation whatsoever imposed on it by this License. Licensee shall promptly respond to Licensor's request
for information regarding said conditions or activities.
DISCLAIMER OF WARRANTIES
18. No Warranties.
18.1 LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATED IN THIS
LICENSE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR
IN THE FUTURE. NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR
OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY WAIVES ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR WHICH MAY EXIST
BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
18.2 LICENSOR MAKES NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS
OR IMPLIED, CONCERNING (A) THE SCOPE OF THE LICENSE OR OTHER RIGHTS GRANTED
HEREUNDER TO LICENSEE OR (B) WHETHER OR NOT LICENSEE'S
CONSTRUCTION, MAINTENANCE, OWNERSHIP, USE OR OPERATION OF THE COMMUNICATION
LINE WILL VIOLATE OR INFRINGE UPON THE RIGHTS, INTERESTS AND ESTATES OF THIRD
PARTIES, INCLUDING, WITHOUT LIMITATION, ANY LEASES, USE RIGHTS, EASEMENTS AND
LIENS OF ANY THIRD PARTY.
19. Disclaimer of Warranty for Quiet Enloyment. LICENSOR DOES NOT WARRANT ITS TITLE TO THE PREMISES
NOR UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR USE THEREOF. NO
COVENANT OF QUIET ENJOYMENT IS MADE.
20. Eviction at Risk of Licensee. In case of the eviction of Licensee by anyone owning, claiming title to, or claiming any
interest in the Premises, or by the abandonment by Licensor of the affected rail corridor, Licensor shall not be liable
(i) to refund Licensee any compensation paid hereunder, except for the pro-rata part of any recurring charge paid
in advance, or(ii)for any damages or costs Licensee sustains in connection with the eviction.
LIENS AND TAXES
21. Liens and Charges. Licensee shall promptly pay and discharge any and all liens arising out of any construction,
alterations or repairs done, suffered or permitted to be done by Licensee on the Premises. Licensor is hereby
authorized to post any notices or take any other action upon or with respect to the Premises that is or may be
permitted by law to prevent the attachment of any such liens to the Premises; provided, however, that failure of
Licensor to take any such action shall not relieve Licensee of any obligation or liability under this Section 21 or any
other Section of this License.
22. Taxes. Licensee shall pay when due any taxes, assessments or other charges (collectively, "Taxes") levied or
assessed by any governmental or quasi-governmental body upon the Communication Line or any other
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improvements constructed or installed on the Premises by or for Licensee (collectively, the "Improvements") or
any Taxes levied or assessed against Licensor or the Premises that are attributable to the Improvements.
DEFAULT, TERMINATION, AND SURRENDER
23. Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide
evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be
events of default pursuant to which Licensor has the right to terminate as set forth below:
23.1 If default shall be made in any of Licensee's covenants,agreements, or obligations contained in this License
and Licensee fails to cure said default within thirty(30) days after written notice is provided to Licensee by
Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor
may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee.
Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if
Licensee fails to provide evidence of insurance as required in Section 15.
23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting
of hazardous waste or hazardous material, notwithstanding anything contained in any other provision of
this License, Licensor may,at its option,terminate this License by serving five(5)days'notice of termination
upon Licensee.
23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this
License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability
to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to,
and not in limitation of, any other remedies that Licensor may have at law or in equity.
23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence
of insurance or occurrence of defaults as described above, this License may be terminated by either party,
at any time, by serving thirty(30)days'written notice of termination upon the other party. Such termination
shall not release either party hereto from any liability or obligation under the License, whether of indemnity
or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or
thereafter in case by the terms of the License it is provided that anything shall or may be done after
termination hereof.
23.5 Licensee agrees not to assert that termination of this License is a discontinuance in service that requires
prior approval by the FCC and represents and warrants that it has redundant facilities that would allow it to
continue the provision of service after termination of this License.
24. Surrender of the Premises.
24.1 On or before expiration or termination of this License for any reason, Licensee shall, at its sole cost and
expense:
24.1.1 if so directed by Licensor in writing, remove the Improvements, the Communication Line and all
appurtenances thereto, or, at the sole discretion of Licensor, appropriately decommission the
Communication Line with a method satisfactory to Licensor;
24.1.2 report and restore any damage to the Premises or Licensor's other property arising from, growing
out of, or connected with Licensee's use of the Premises;
24.1.3 remedy any unsafe conditions on the Premises created or aggravated by Licensee; and
24.1.4 leave the Premises in substantially the condition which existed as of the Effective Date or as
otherwise agreed to by Licensor.
24.2 Upon any expiration or termination of this License, if Licensee fails to surrender the Premises to Licensor
or if Licensee fails to complete its obligations under Section 24.1 above (the "Restoration Obligations"),
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Licensee shall have a limited license to enter upon the Premises solely to the extent necessary for Licensee
to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder shall
continue in effect until the Premises are surrendered and the Restoration Obligations are completed.
Neither termination nor expiration shall release Licensee from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date
of termination, or, if later, the date when Licensee surrenders the Premises and all of the Restoration
Obligations are completed.
24.3 If Licensee fails to complete the Restoration Obligations within thirty (30) days after the date of such
termination of its tenancy,then Licensor may, at its election, either: (i) remove the Communication Line and
the other Improvements or otherwise restore the Premises, and in such event Licensee shall, within thirty
(30) days after receipt of bill therefor, reimburse Licensor for cost incurred, (ii) upon written notice to
Licensee, take and hold the Communication Line and the other Improvements and personal property as its
sole property, without payment or obligation to Licensee therefor, or (iii) specifically enforce Licensee's
obligation to restore and/or pursue any remedy at law or in equity against Licensee for failure to so restore.
Further, if Licensor has consented to the Communication Line and the other Improvements remaining on
the Premises following termination, Licensee shall, upon request by Licensor, provide a bill of sale in a form
acceptable to Licensor conveying the Communication Line and the other Improvements to Licensor for no
additional consideration at no additional cost.
MISCELLANEOUS
25. Successors and Assigns. All provisions contained in this License shall be binding upon, inure to the benefit of, and
be enforceable by the respective successors and assigns of Licensor and Licensee to the same extent as if each
such successor and assign was named a party to this License.
26. Assignment.
26.1 Licensee may not sell, assign, transfer, or hypothecate this License or any right, obligation, or interest
herein (either voluntarily or by operation of law, merger, or otherwise) without the prior written consent of
Licensor, which consent may not be unreasonably withheld or delayed by Licensor. Any attempted
assignment by Licensee in violation of this Section 26 shall be a breach of this License and, in addition,
shall be voidable by Licensor in its sole and absolute discretion.
26.2 For purposes of this Section 26, the word "assign" shall include without limitation (a)any sale of the equity
interests of Licensee following which the equity interest holders of Licensee immediately prior to such sale
own, directly or indirectly, less than 50% of the combined voting power of the outstanding voting equity
interests of Licensee, (b) any sale of all or substantially all of the assets of(i) Licensee and (ii)to the extent
such entities exist, Licensee's parent and subsidiaries, taken as a whole, or (c) any reorganization,
recapitalization, merger or consolidation involving Licensee. Notwithstanding the foregoing, any
reorganization, recapitalization, merger or consolidation following which the equity interest holders of
Licensee immediately prior to such reorganization, recapitalization, merger or consolidation own, directly
or indirectly, at least 50% of the combined voting power of the outstanding voting equity interests of
Licensee or any successor thereto or the entity resulting from such reorganization, recapitalization, merger
or consolidation shall not be deemed an assignment. THIS LICENSE SHALL NOT RUN WITH THE LAND
WITHOUT THE EXPRESS WRITTEN CONSENT OF LICENSOR, SUCH CONSENT TO BE IN
LICENSOR'S SOLE DISCRETION.
26.3 Notwithstanding the provisions of Section 26.1 above or anything contained in this License to the contrary,
if Licensee sells, assigns, transfers, or hypothecates this License or any interest herein in contravention of
the provisions of this License (a "Purported Assignment") to another party (a "Purported Transferee"), the
Purported Transferee's enjoyment of the rights and privileges granted under this License shall be deemed
to be the Purported Transferee's agreement to be bound by all of the terms and provisions of this License,
including but not limited to the obligation to comply with the provisions of Section 15 above concerning
insurance requirements. In addition to and not in limitation of the foregoing, Licensee, for itself, its
successors and assigns, shall indemnify, defend and hold harmless Licensor for all Liabilities of any nature,
-12- Form 420;Rev.20190916

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kind or description of any person or entity directly or indirectly arising out of, resulting from or related to (in
whole or in part) a Purported Assignment. The provisions of this Section 26.3 shall survive the expiration
or earlier termination of this License.
26.4 Licensor shall have the right to transfer or assign, in whole or part, all of its rights and obligations under this
License, and upon any such transfer or assignment, Licensor shall be released from any further obligations
hereunder, and Licensee agrees to look solely to the successor in interest of Licensor for the performance
of such obligations.
27. Notices. Any notice, invoice, or other writing required or permitted to be given hereunder by one party to the other
shall be in writing and the same shall be given and shall be deemed to have been served and given if(i) placed in
the United States mail, certified, return receipt requested,or(ii)deposited into the custody of a nationally recognized
overnight delivery service, addressed to the party to be notified at the address for such party specified below, or to
such other address as the party to be notified may designate by giving the other party no less than thirty (30)days'
advance written notice of such change in address.
If to Licensor: Jones Lang LaSalle Brokerage, Inc.
2650 Lou Menk Drive—MOB2
Fort Worth, TX 76131
Attn: Permits/Licenses
with a copy to: BNSF Railway Company
2650 Lou Menk Dr.
Fort Worth, TX 76131-2830
Attn: Senior Manager Real Estate
If to Licensee: PacifiCorp
825 NE Multnomah Street, Suite 1700
Portland, OR 97232
28. Survival. Neither termination nor expiration will release either party from any liability or obligation under this License,
whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of
termination or expiration, or, if later, the date when the Communication Line and the other Improvements are
removed and the Restoration Obligations are completed in accordance with the terms hereof.
29. Recordation. It is understood and agreed that this License shall not be placed or allowed to be placed on public
record.
30. Applicable Law. All questions concerning the interpretation or application of provisions of this License shall be
decided according to the substantive laws of the State of Texas without regard to conflicts of law provisions.
31. Severability. To the maximum extent possible, each provision of this License shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held
to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or
invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License.
32. Integration. This License is the full and complete agreement between Licensor and Licensee with respect to all
matters relating to Licensee's use of the Premises, and supersedes any and all other agreements between the
parties hereto relating to Licensee's use of the Premises as described herein. However, nothing herein is intended
to terminate any surviving obligation of Licensee or Licensee's obligation to defend and hold Licensor harmless in
any prior written agreement between the parties.
33. Joint and Several Liability. If Licensee consists of two or more parties, all the covenants and agreements of
Licensee herein contained shall be the joint and several covenants and agreements of such parties.
34. Waiver. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right
of Licensor to enforce that provision for any subsequent breach thereof.
-13- Form 420;Rev.20190916

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35. Interpretation.
35.1 This License shall be interpreted in a neutral manner, and not more strongly for or against any party based
upon the source of the draftsmanship; both parties hereby agree that this License shall not be subject to
the principle that a contract would be construed against the party which drafted the same. Article titles,
headings to sections and paragraphs and the table of contents (if any) are inserted for convenience of
reference only and are not intended to be a part or to affect the meaning or interpretation hereof. The
exhibit or exhibits referred to herein shall be construed with and as an integral part of this License to the
same extent as if they were set forth verbatim herein.
35.2 As used herein, "include", "includes" and "including" are deemed to be followed by "without limitation"
whether or not they are in fact followed by such words or words of like import; "writing", "written" and
comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible
form; references to any person are also to that person's successors and permitted assigns; "hereof',
"herein", "hereunder" and comparable terms refer to the entirety hereof and not to any particular article,
section, or other subdivision hereof or attachment hereto; references to any gender include references to
the masculine or feminine as the context requires; references to the plural include the singular and vice
versa; and references to this License or other documents are as amended, modified or supplemented from
time to time.
36. Counterparts. This License may be executed in multiple counterparts, each of which shall, for all purposes, be
deemed an original but which together shall constitute one and the same instrument, and the signature pages from
any counterpart may be appended to any other counterpart to assemble fully executed documents,and counterparts
of this License may also be exchanged electronically and any electronic version of any party's signature shall be
deemed to be an original signature for all purposes.
37. Licensor's Representative. Jones Lang LaSalle Brokerage, Inc. is acting as representative for BNSF Railway
Company.
END OF PAGE—SIGNATURE PAGE FOLLOWS
-14- Form 420;Rev.20190916

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T his License has been duly executed by the parties hereto as of the Effective Date.
LICENSO R
B NSF Railw ay Company, a Delaware corporation
By: Jones Lang LaSalle Brokerage, Inc.
2650 Lou M Enk Drive— M O E2
Fort Worth, TX 76131
D. Sig-d by:
By: �W,4viurL �Ileca,rts
�di35Z:995TFF
Title: vice President, Permits
Date: 5/22/2024
LICENSEE:
P acifiCorp, an O ego rat/io�n
By:
Title: CM a n'.a er, Right of Way
Date: 5/16/2024
-15- Form 420; Rev.20190916

DocuSign Envelope ID:6F1 D32C8-D09B-45F1-806F-08340C612C54 TR PCKING NO. 24W-20317
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DATE: 3/1/2024
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TYPE NUM BER VO LTAG E TO PO FRAIL CO M[ANY'S WIRES
FIBER O PTIC 1 0 27'9"
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