UNION PACIFIC RAILROAD COMPANY (4)

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INSURANCE NOT ON FILE N-2021-242 WORK MAY NOT PROCEED CLERK OF COUNCIL. DEC 0 9 2021 DATE: Wlreline Crossing 051918 Folder No. 03299-96 Last Modified: 05/19/18 Form Approved, AVP-Law o. Pwi�Ck�r I�elr;quea�(2, 3M WIRELINE CROSSING J AGREEMENT Mile Post: 523.11, Santa Ana Industrial Lead (Industry Track Opp.)Subdivision Location: Santa Ana, Orange County, California THIS AGREEMENT ("Agreement") is made and entered into as of November 03, 2021, ("Effective Date") by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, ("Licensor") and CITY OF SANTA ANA, to be addressed at 20 Civic Center Plaza, Santa Ana, California 92701 ("Licensee"). IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Article 1. LICENSOR GRANTS RIGHT. A. In consideration of the license fee to be paid by Licensee set forth below and in further consideration of the covenants and agreements to be performed by Licensee, Licensor hereby grants to Licensee the right to construct and thereafter, during the term hereof, maintain and operate one (1) underground fiber optic wireline crossing only, including any appurtenances required for the operation of said wireline (collectively, "Licensee's Facilities") across Licensor's real property, trackage, or other facilities located in Santa Ana, Orange County, State of California ("Railroad Property"). The specific specifications and limited purpose for Licensee's Facilities on, along, across and under Railroad Property are described in and shown on the Print and Specifications dated September 28, 2021, attached hereto as Exhibit A and made a part hereof. B. Licensee represents and warrants that Licensee's Facilities will (i) only be used for one (1) underground fiber optic wireline crossing, and (ii) not be used for any other purpose, whether such use is currently technologically possible, or whether such use may come into existence during the life of this Agreement. C. Licensee acknowledges that if it or its contractor provides Licensor with digital imagery depicting Licensee's Facilities ("Digital Imagery"), Licensee authorizes Licensor to use the Digital Imagery in preparing Exhibit A. Licensee represents and warrants that through a license or otherwise, it has the right to use the Digital Imagery and to permit Licensor to use the Digital Imagery in said manner. D. Under no circumstances shall Licensee modify Licensee's Facilities or add additional wirelines to the conduit(s), if any, or allow any third -parties to modify Licensee's Facilities or add additional wirelines to the conduit(s), if any, without Licensor's prior review and approval, which may be withheld in Licensor's sole discretion. Any application to modify Licensee's Facilities or add additional wirelines to the conduit(s) shall be made in accordance with Licensor's then -current wireline crossing application procedures. Article 2. LICENSE FEE. Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time License Fee of Twenty Six Thousand Four Hundred Sixty Dollars ($26,460.00).