20140310Notice of Affiliate Transaction.pdf

R. Jeff Richards
Vice President and General Counsel
201 S. Main Street, Suite 2400
Salt Lake CiO, aT 84III
801-220-4734 OfJice
801-220-4058 Fox
jelf.richards@1tacifi corp.com
March 10,2014
YIA OWRNIGHT DELIVERY
Idaho Public Utilities Commission
472West Washington
Boise,ID 83702-5983
Attention: Jean D. Jewell
Commission Secretary
Re: PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
This leffer will serve as notice pursuant to Commitment I l7(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 (MEHC), of an affiliate
interest transaction with BNSF Railway Company (BNSF) for a license allowing PacifiCorp to
construct facilities to provide retail electric retail service to a customer in Oregon. A verified
copy of the License For Electric Supply Line Across or Along Railway Property, Tracking #14-
49237 is included with this Notice as Attachment A.
PacifiCorp is a wholly-owned indirect subsidiary of MEHC. MEHC is a subsidiary of
Berkshire Hathaway, Inc. (Berkshire Hathaway). As of March 31,2010, Warren E. Buffet (an
individual who may be deemed to control Berkshire Hathaway), Berkshire Hathaway, various
subsidiaries of Berkshire Hathaway and various employee benefit plans of Berkshire Hathaway
subsidiaries together held an interest in excess of 5 percent in BNSF. Therefore, Berkshire
Hathaway's ownership interest in BNSF may create an affiliated interest in some PacifiCorp
jurisdictions.
PacifiCorp needs to install new electric service to a retail customer in Merrill, Oregon,
which will require crossing BNSF's property. Without the license, PacifiCorp's ability to provide
adequate, safe and reliable service to its customers would be diminished.
PacifiCorp will pay BNSF $3,000 for the license and $600 in processing fees. Obtaining
the license is in the public interest because it allows PacifiCorp to install and maintain facilities
necessary to provide electric service and to meet its obligation to provide safe and reliable
electric service. Not having the license would mean that PacifiCorp would not be able to meet its
Jean D. Jewell
Notice of Affiliate Transaption
March 10,2014
obligation to provide electic service. As the property owner, BNSF is the only entity that can
provide this license to PacifiCorp.
Please do not hesitate to contact me if you have any questions.
Best Regards,
R. JeffRichards
Vice Presidont and General Counsel
PacifiCorp
Enclosures
Attachment A
JoNrs LeNc
LeSaue,
Jones Lang LaSalle Brokerage, lnc
4300 Amon Carter Blvd., Suite 100
Fort Worth, Texas 7615$.2685
tel [phone], fax+1 817 30S8265
March 10,2014
Tracking # 1449237
PaciflCorp
Attention: Mr. Scott Mease
825 NE Multnomah St., Suite 1700
Portland, Oregon 97232
Dear Mr. Mease,
Enclosed please find one (1) fully executed Agreement for your file. A copy of the
executed Agreement must be available upon request at the job site allowing
authorization to do the work. Please contact Mr. Mike Schram, Division Engineer, at
telephone [phone] or cell [phone] ten (10) days in advance of entry to
schedule a flagger and BEFORE YOU DlG, CALL 1{00-533-2891. lf you need
additional information please contact me at (817) XA-2631.
Sincerely,
Tanita Thomas
Associate Contract Specialist
Enclosure
cc: Mike Schram, BNSF, 1313 W. 11h Street Vancouver, WA 98660
Tracking #1449237
LICENSE FOR ELECTRIG SUPPLY LINE
ACROSS OR ALONG RATLWAY PROPEBTY
(Electric Light, Power Supply, lnespective of Voltage, Overhead or Underground)
THIS LICENSE FOR ELECTRIC SUPPLY LINE ("License') is made to be etfective March 10, 2014, (the
"Effective Date') by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor') and PAGIFIGORP,
an Oregon corporation ("Llcensee').
ln consideration of the mutual covenants contained herein, the parties agree to the following:
GE[ERAL
'|.. 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 strlct accordance
with the drawings and specifications approved by Licensor as part of Licensee's application process (the
"Drawlngs and Specificatlons"), an electric supply line containlng a maximum of one (1) conductors, together
with its supporting or containing structures (collectively, the "Electrie Supply LIne"), across or along Licensor's
railconidor at or near the station of Menill, County of Klamath, State of OR, Line Segment 0055, Mile Post 16.96,
as shown on the attached Drawing No. 1-59775 dated January 6,2014, attached hereto as $[!!!!-S and
incorporated herein by reference (the 'Premises').
2. Ten!. This License shall commence on the Effective Date and shall continue for a period of twenty-five (25)
years, subject to prior terminatron as hereinafterdescribed.
3. Existinq lmorovements. Licensee shalt not disturb any improvements of Licensor or Licenso/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 Lina 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, Llcensee 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
Licenso/s prior wriften consent.
COMPENSATION
6. Licgnse Fee. Licensee shall pay Licensor, prior to the Effective Date, the sum of Three Thousand and No/100
Dollars ($3,OOO1 as compensation for the use of the Premises.
7. Costs and Expenseg.
7.1 For the purpose of this License, "costu 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.
Licensee agrees to reimburse Licensor (pursuant to the terms of Section I 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 fumishing of
Licenso/s flaggers and any vehicle rental costs incuned. Licensee shall bear the cost of flagger services
7.2
"1-
Form 421; Rev. 20130301
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and other safety measures provided by Licensor, 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.
Negotlations for railway labor or collective bargaining agreements and rate ehanges authorized by
approprlate Federal authorities may increase flagging rates. Flagging rates in effect at the tlme of
performance by the f,aggers will be used to calculate the flagglng costs pursuant to this Sectlon
7.
8. Pawnent Terms. All invoices are due thirty (30) days after the date of invoice. [f 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
StrBet Journal in the preceding December plus two and one-half percent (2-112o/o), or (ii) the maximum rate
permitted by law.
LICEN$OR'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 wriften permission or authority from Licensor:
9.1 to maintain, use, operate, repair, replace, modify and relocate any utility, power or communication
pipe/linesicables and appurtenances (other than the Electric Supply Line) and other facilities or structures
of like character upon, over, under or across the Premisos existing as of the Effective Date;
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
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.
Right to Reouire Relocation. lf at any tirne 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
etfect, make such changes in the Electric Supply Line as in the sole discretion of Licensor may be necessary to
avoid interfarence with the proposed use of Licensor's railcorridor, 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. Construetion and Maintenance of the Electric Supplv Line.
11.1 Licensee shalt notify Licensor's Roadmaster, at 1313 W. 11th Street Vancouver, WA 98660, telephone
[phone], at least ten (10) business days prior to installation of the Electric Supply Line and prior to
9.2
9.3
10.
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Tracking #1449237
entering the Premises for any subsequent maintenance thereon. ln 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.
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 wriften approval from Licensor. Licensee shall, at its sole cost and expense,
perform all activities on and about the Premises in such a manner 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. lf ordered to cease using the Premises at any time by Licensor's personnel due to any hazardous
condition, Licensee shall immediately do so. Notwlthstanding 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 responsibili$ 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 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). lf 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 sfict 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. lf at any time Licensee shall, in the sole judgment of
Licensor, failto properly perform its obligations under this Sectlon 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 peilorm any obligations of Licensee
shall not alter the liability allocation hereunder.
-Jr
Form421: Rev.20130301
12.
Tracking #1449237
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 lf 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 immediatoly 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 LicensoCs representative, to eliminate such
interference. The cost of such protective devices and their installations shall be borne solely by Licensee.
lf any of the interference covered by this Section 11.9 shall be, in the judgment of Liconsor, 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.
1 1.10 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 attonded to with fifteen ('t5) 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.
Borinq and Excavation.
12.1 Prior to Licensee conducting any boring, excavation, or similar work on or about any portion of the
Premises, 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, .rylglegl, !@L that in lieu of the foregoing, Licensee shall have the right to
use suitable detection equipment or other generally accepted industry practice (e.9., consulting with the
Underground Services Association) to determine the existence or location of pipelines and other
subsurface structures prior to drilling or excavating with mechanized equipment. Licensee may 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 at least thirty (30) 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, identity the location
of such lines on the Premises pursuant to Licenso/s standard procedures. Licensor does not wanant 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.
lf the investigation determines in Licenso/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 dealwith 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 421i Rev. 201 30301
13.
Tracking #14-4i9237
12.3 Any open hole, boring, or well, constructed on the Prernises 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 otheruise secured or retired in accordance with any applicable Legal Requirement. No
excavated materials may remain on Licenso/s property for more than ten (f 0) days, but must be
properly disposed of by Licensee in accordance with applicable Legal Requirements.
LIABILITY AND INSU RANCE
Liabilitv and lndemnification.
13.1 For purposes of this License: (a) "tndemnltees" means Licensor and Licensor's affiliated companies,
partners, successors, assigns, legalrepresentatives, officers, directors, shareholders, employees, and agents;(b)
"Llabilities" means all claims, liabilities, flnos, penalties, costs, damages, losses, liens, causes of action, suits,
demands, judgments, and expenses (including, without limitation, court costs, reasonable attorneys' fees, cosb of
investigation, removal and remediation, and govemmental oversight costs) environmental or otherwise; and (c)
'Llcensee Parties" means Licensee or 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
tNDtRECTLy ARIS|NG OUT OF, RESULTING FROM, OR RELATED TO (tN WHOLE OR lN 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 ANO 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 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
ENVIRONI'ENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDEO ("CERCLA*} OR
oTHER ENVTRONMENTAL LAWS (DEFTNED BELOW). LIGENSEE W|LL TNDEMNIFY, DEFEND, AND HOLD
THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH CLAIMS. 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
-5.Form421; Rev.20130301
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LIABILITIES RELATED TO THAT GONSTRUCTION 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 (tN WHOLE OR tN PART) ANY SUCH ASSERTION |NCLUDING, BUT NOT LlMlrED
TO, ASSERTIONS OF EMPLOYMENT BY AN INDEMNITEE RELATED TO THE FOLLOWNG 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 OtsLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT LIABILITIES ARE
PROXIMATELY GAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY
INDEMNITEE, BUT SHALL APPLY TO ALL OTHER LIABILITIES, INCLUDING THOSE ARISING FROM OR
AfiRIBUTED 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 lndemnitee by any entity, relating to any matter covered by this License
for which Licensee has an obligation to assume Iiability for and/or save and hold harmless any
lndemnitee. Licensee shall pay all costs and expenses incident to such defense, including, but not limited
to, reasonable attorneys'fees, investigators'fees, litigation and appeal axpenses, settlement payments,
and amounts paid in satisfaction of judgments.
Personal Propertv Risk of l.oss. ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO,
FIXTURES, EOUIPMENT, 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 AT{Y INDEMNITEE.
lnsurance. Licensee shalt, at its sole cost and expense, procure and maintain during the life of this License the
following insura nce coverage:
15.1 Co_mmercial General Liabilitv lnsurance. This insurance shall contain broad form contractual liability with
a cornbined single limit of a minimum of $2,000,000 each occurrence and an aggregate limit of at least
$4,000,000 but in no event less than the amount otherwise carried by Licensee. Coverage must be
purchased on a post 2004 ISO occuirence or equivalent and include coverage for, but not limited to, the
following:
' Bodily lnjury and Property Damage. Personal lnjury and Advertising lnjury. Fire legal liability. Products and completed operations
This policy shall also contain the fotlowing endorsements or language, which shall be indicated on the
certificate of insurance:
' The definition of insured contract shall be amended to remove any exclusion or other limitation for
any work being done within 50 feet of railroad property.. Waiver of subrogation in favor of and acceptable to Licensor., Additional insured endorsement in favor of and acreptable to Licensor and Jones Lang LaSalle
Brokerage, lnc.. Separation of insureds.
14.
15.
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, The policy shall be primary and non+ontributing with respect to any insurance carried by Licensor.
It is agreed that the workers'compensation and employers' liability related exclusions in the Commercial
General Liability lnsurance policy(s) required herein are intended to apply to employees of the policy
holder and shall not apply to Licensor's employees.
No other endorsements limiting coverage may be included on the policy.
'15.2 Buslness Automobile lnsurance. This insurance shall contain a combined single limit of at least
$1,000,000, and include ooverage for, but not limited to the following:
" Bodily injury and property damage,. Any and all vehicles owned, used or hired.
This policy shall also contain the following endorsements, which shall be indicated on the certlficate 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'conhibuting with respect to any insurance carried by Licensor.
15.3 Workers' Comoensation and Emplovers' Liabilitv Insurance. This insurance shall include coverage for,
but not limited to:
' Licensee's statutory liability under the workers' compensation laws of the state(s) in which the
services are to be performed. lf optional under state laws, the insurance must cover all employees
anl/way.
" 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.
This policy shall also contain the following endorsements or language, which shall be indicated on the
certificate of insurance:. Waiver of subrogation in favor of and acceptable to Licensor.
15.4 Railroad Protective Liability lnsurance. This ansurance shall name only Licensor as the lnsured with
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 EFFEGTIVE DATE. lf further maintenance of the Electric Supply Line is
needed at a later date, an additional Railroad Protective Liability lnsurance Policy shall be required. The
policy shall be issued on a standard ISO form CG 00 35 12 03 and include the following:
' Endorsed to include the Pollution Exclusion Amendment.. Endorsed to include the Limited Seepage and Pollution Endorsement., Endorsed to include Evacuation Expense Coverage Endorsement.. No other endorsements restricting coverage may be added.. The original policy must be provided to Licensor prior to performing any work or services under this
License.
' Definition of 'Physical Damage to Propertt' shall 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 arising out of the acts or omissions of the contractor named on the
Declarations."
ln lieu of providing a Railroad Protective Liability Policy, for a period of one (1) yearfrom the Effective
Date, Licensee may participate in Licensor's Blanket Railroad Protective Liability lnsurance Policy
available to Licensee or its contractor. The limits of coverage are the same as above, The cost is $460.
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Form 421; Rev. 20130301
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I elect to participate in Licensor's Blanket Policy;
I elect not to participate in Licensofs Blanket Policy.
15.5 OtherRequirements:
15.5.1 Where allowable by law, all policies (applying to coverage listed above) shall contain no exclusion
for punitive damages.
'15.5.2 Licensee agrees to waive its right of recovery against Licensor for all claims and suits against
Licensor. ln addition, Licensee's insurers, through the terms of the policy or a policy
endorsement, must waive their right of subrogation against Licensor for all claims and suits, and
the certificate of insurance must reflect the waiver of subrogation endorsement. Licensee further
waives its right of recovery, and its insurers must 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 Licensee is not allowed to self-insure without the prior written consent of Licensor. lf granted by
Licensor, any self-insured retention or other financial responsibility for claims shall be covered
directly by Licensee in lieu of insurance. Any and all Licensor liabilities that would othenvise, in
accordance with the provisions of this License, be covered by Licensee's insurance will be
covered as if Licensee elected not to include a self-insured retention or other financial
responsibility for claims.
15.5.4 Prior to entering the Premises, Licensee shall furnish to Licensor an acceptable certificate(s) of
insurance inctuding an original signature of the authorized representative evidencing the required
coverage, endorsements, and amendments. Licensee shall notify Licensor in writing at least 30
days prior to any cancellation, non-renewal, substitution, or material alteration, ln the event of a
claim or lawsuit involving Licensor arising out of this License, Licensee will make available any
required policy covering such claim or lawsuit.
15.5,5 Any insurance policy shall be wriften by a reputable insurance cornpany acceptable to Licensor or
with a current Best's Guide Rating of A- and Class Vll or better, and authorized to do business in
the state(s) in which the service is to be provided.
15.5.6 lf coverage is purchased on a "claims made" basis, Licensee horeby agrees to maintain coverage
in force for a minimum of three years after expiration or termination of this License. Annually,
Licensee agrees to provide evidence of such coverage as required hereunder.
15.5.7 Licensee represents that this License has been thoroughly reviewed by Licensee's insurance
agent(s)/broker(s), who have been instructed by Licensee to procure the insurance coverage
required by this License. Allocated Loss Expense shall be in addition to all policy limits for
coverages referenced above.
15.5.8 Not more frequently than once every five years, Licensor may reasonably modify the required
insurance coverage to reflect then-cunent risk management practices in the railroad industry and
undonariting practices in the insurance industry.
15.5.9 lf any portion of the operation is to be subcontracted by Licensee, Licensee shall require that the
subcontractor shall provide and maintain insurance coverages as set forth herein, naming
Licensor as an additional insured, and shall require that the subcontractor shall release, defend
and indemnify Licensor to the same extent and under the same terms and conditions as Licensee
is required to release, defend and indemnify Licensor herein.
*
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Farm421; Rev.20130301
Tracking #1449237
15.5.10 Failure to provide evidence as required bythis Section 15 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.
1 5.5. 1 1 The fact that insurance (including, without limitation, self-insurance) is obtained by Licensee shall
not be deemed to release or diminish the liability of Licensee, including, without limitation, liability
under the indemnity provisions of this Llcense. Damages recoverable by Licensor shall not be
limited by the amount of the required insurance coverage.
15.5-12 For purposes of this Section 15, Licensor shall mean "Burlington Northern Santa Fe, LLC',
"BNSF Railway Compan/ and the subsidiaries, successors, assigns and affiliates of each.
coMPLtANCE WITH LAWS. REGULATLONS. AND ENVTRONMENTAL MATTERS
16. Comoliancewith LawLRules,.and Regulations.
16.1 Licensee shall observe and comply with any and all 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 contracto(s) to comply with all of
Licenso/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.confactororientation.com" (the 'Safety Orientation") within one year prior to entering
upon the Premises. Additionally, Licensee must ensure that each and every amployee of Licensee, its
contractors, agents and invitees possess a card certifying completion of the Safety Orientation prior to
entering upon the Premises. Llcensee must renew the Safety Orientation annually.
16.3 Licensee shalt obtain on or before the date it or its conbactor enters the Premises, any and all additional
rightsof 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 terrn thereof to be continued until a date that is not earlier than the tast 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 shalI automatically expire upon such expiration or termination of the Right.
17. Environmental.
17.1 Licensee shall strictly comply wth all federal, stale 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
-9-Form421; Rev.20130301
Tracking #'1449237
Environmental Laws on the Premises. Licensee shall not release or suffer the release of oil or hazardous
substances, as defined by Environmbntal 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 govemmental 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 afiecting the Premises, (ii) violation
of Environmental Laws, or (iii) inspection or inquiry by govemmental authorities charged with enforcing
Environmental Laws with respect to Liconsoe'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 glve Licensor
immediate notice of all measures undertaken on behalf of Licensee to investigate, remediate, respond to
or othenrrise cure such release or violation.
17.4 lf 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 reguire 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 shatl promptly respond to
Licensor's requesl for information regarding said conditlons 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 ORWHICH 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 IMPL|ED, CONGERNTNG (A) THE SCOPE OF THE LTCENSE OR OTHER RIGHTS GRANTEO
HEREUNDER TO LTCENSEE OR (B) WHETHER OR NOr LTCENSEE'S CONSTRUCTTON,
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 Warrantv for Quiet Eniovment. 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.
Fo'rn. 421', Rev. 201 30301
Tracking #'1449237
20. Eviction at Risk of Licensee. ln 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 damage Licensee sustains in connection with the eviction.
L'ENS AND TAXES
21. Liens and Charqes. 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 Premises. Licensor is hereby
authorized to post any notices or take any other action upon or with respect to Premises that is or may be
permitted by law to prevent the attachment of any such liens to Premises; provided, however, that failure of
Licensor to take any such action shall not relieve Licensee of any obligation or liability under this Seetion 21 or
any other Section of this License.
22. Taxes. Licensee shall pay when due any taxes, assessments or other charges (collectively, 'Taxes") Ievied 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 "lmprovements') or
any Taxes levied or assessed against Licensor or the Premises that are attributable to the lmprovements.
BEFAULT. TERMINATION. AND SURRENDER
23. Default and Termination. ln addition to and not in limitation of Licenso/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 shalt be made in any of Licensee's covenants, agreements, or obligations contained in this
License and Licansee 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 Licsnse
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 handllng 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' nolice 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 remedy 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 ln addition to and not in limitation of Licenso/s rights to terminate this License for failure to provide
evidence of Insurance or occurrence of defaults as doscribed 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:
11"
Forn421i Rev.20130301
Tracking #'1449237
24.1.1 if so directed by Licensor in writing, remove the lmprovements, the Electric Supply Line and all
appurtenances thereto, or, at the sole discretion of Licensor, appropriately decommission the
Electic 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.
24.2 Upon any expiration or termination of this Llcense, 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 sololy to the extent necessary for
Licensee to complete the Restoration Obligations, and all liabilities and obligations of Licensee hereunder
shall continue in effect untilthe 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 Premlses and all of the
Restoration Obligations are completed.
24.3 lf 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 lmprovements or otherwise restore the Premises, and in such event Licensee shalt, 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 lmprovements 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 Licansor has consented to the Electric Supply Line and the other lmprovements
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 lmprovements
to Licensor.
I.UISCELLANEOUS
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. Asslqnment.
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, recapltalization, merger or consolidation
own, directly or indirectly, at least 50% of the combined voting power of the outstanding voting equity
- 12-
Form 421 : Rev. 201 3030'l
27
Tracking #1449237
interests of Licensee or any successor thereto or the entity resulting from such reorganization,
recapitalization, merger or consolidation shatl 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. ln addition to and not in limitation of
the foregoing, Licensee, for itself, its successors and assigns, shall indemnify, defend and hold harmless
Licensor for alt 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.
26.4 The provisions of this Section 26 shatl survive the expiration or earlier termination of this License.
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.
lf to Licensor:Jones Lang LaSalle Brokerage, lnc.
4300 Amon Carter Blvd., Suite 100
Fort Worth, TX 76155
Attn: Permits/Licenses
BNSF Railway Company
2500 Lou Menk Dr. - AOB3
FortWorth, TX 7613'l
Attn: Senior Manager Rea[ Estate
PacifiCorp
825 NE Multnomah St., Suite 1700
Portland, Oregon 97232
with a copy to:
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 lmprovements
are removed and the Premises are restored to its condition as of the Effective Date.
Recordation. lt is understood and agreed that this License shall not be placed'or allowed to be placed on public
record.
Aoplicablg 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.
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.
lf to Licensee:
28.
29.
30.
31.
-13-
Form42ll Rev.20130301
32.
Tracking #1449237
lntegration. 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 betwaen 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.
Joint and-Several Liabilitv. lf 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.
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.
lntemretatioE.
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 heroby 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 tablo 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" ara 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.
Counterpafig. 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 lnstrument, 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 via email or electronic facsimile machines and any email or
electronic facsimile of any party's signature shall be deemed to be an original signature for all purposes.
Licejrsor's Representative, Jones Lang LaSalle Brokerage, lnc. is acting as representative for BNSF Railway
Company.
END OF PAGE - SIGNATURE PAGE FOLLOWS
33.
v.
35.
36.
37.
.14 -
Form421: Rev.20130301
Iracking *1449237
This License has been duly axecuted by the parties hereto as of the date below each party's Eignature; to be
effective, hor,rrever, as of the Efiective Date.
u$EHsoR:
BNSF RAILWAY COIIPANY a Delaware corporation
By: Jones Lang LaSalle Brokerage, lnc.,
By:
Tltle:
Data:
LrcE{$EE:
PACIFTCORP an Oregon corporation
By; 825 NE Mullnomah St., Sulte 1700
Portland, Oregon 97232
By
Title:
Date:
-15-
4300 Amon Carter Blvd, Sutte 100
FortWorth,IX 76155
Sr. Vice President - National Accounts
turm421; Rev,20130301
TRACKING 119. 14-49237
EXHIBIT ,,A,,
ATTACHED TO CO}ITRACT BETTEE}I
BNSF RAILTAY COIPANY
AND
PAC ICORP
SCALE: t IN.=-!00. FT.
NTIRTHWEST _ p1y.GATEWAY SUBDIV.
oATE 01t06/2014
L.S. 005.5
SECTI$I: 6
T0ilNSHIPT alS
RANGE: 1 1 E
TIRIDIANI t{ILLM
ww&Pcl t06
PROPE,{TY ffi
*a719*
--10, rE.lrtt
,/ ES g3o*57
z
1frrn&rfrst*.* -"1,*}
,)*_ __w ?
@ 7* KU**n I
\*.*RrY ur*
TO BIEBER LNE JCT.
clE.
IIJzoJ
=
I
-N-
tDESCRIPTIO{ t}F TIRES OVER TRACT
TIRES LOCATED AS SIIilt{ BIILD
TYPE
EL ECTR I C-NEUTRAL
DTSTAT.ICE ABI}VEV&TAGE T(P OF RAIL
7.2KV 32.1'
STATE OF OR
CLEARS RAILTAY
CO}PANY,S TIRES
N/A
NEAR MERR I LL
COUNTY OF KLAMATH JNC
J@lrol*rllol
I
L;lrJG
o
=
REVISION I DRATING NO. 1{9775