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Audit # A-89616 Prescott to Magnolia Fiber Optic Cable 20 year leaseSUPPAGR.DOC 900101 Form Approved, AVP -Law SUPPLEMENTAL AGREEMENT Audit No. A-89616 Folder No. 077-54 THIS SUPPLEMENTAL AGREEMENT is made as of the of "A day of --A _, 199 fo , by and between UNION PACIFIC RAILROAD COMPANY, a Utah corporation, (hereinafter the Licensor) and CITY OF SALINA, a municipality with a mailing address at Salina, Kansas 67401 (hereinafter the Licensee). RECITALS: By instrument dated June 24, 1963, the parties hereto or their predecessors in interest (if any), entered into an agreement (herein the 'Basic Agreement") identified as Department Number CD -47349, Audit No. A-89654, covering a water pipeline encroachment located at or near Salina, Kansas. The parties now desire to modify the Basic Agreement by the following. AGREEMENT: NOW, THEREFORE, IT IS AGREED by and between the parties hereto as follows: SECTION 1 - INDEFINITE EXTENSION OF BASIC AGREEMENT Effective May 16, 1983, the Basic Agreement is hereby indefinitely extended and shall continue in full force and effect until terminated as provided in the Basic Agreement. SECTION 2 - PAYMENT OF BACK RENTAL Effective as of May 16, 1983, the Licensee agrees to pay to the Licensor the sum of ONE THOUSAND NINE HUNDRED THIRTY FIVE DOLLARS ($1,935.00) per annum, payable annually in advance, in lieu of the annual rental heretofore stipulated. The Licensee agrees to pay to the Licensor back rental for the period covering May 16, 1983 through May 16, 1996 in the sum of TWENTY FIVE THOUSAND ONE HUNDRED FIFTY FIVE DOLLARS ($25,155.00). SECTION 3 - ELIMINATION OF ANNUAL RENTAL Effective as of May 16, 1996, the Licensee agrees to pay to the Licensor a one-time fee in the sum of TWENTY FIVE THOUSAND FOUR HUNDRED DOLLARS ($25,400.00) payable in advance, in lieu of the annual rental heretofore stipulated. Effective as of May 16, 1996, the annual rental in the Basic Agreement is hereby expunged. If said Supplemental Agreement is terminated during the first ten (10) years, by the Licensor, its successors, or assigns, as hereinafter provided, the Licensor shall refund to the Licensee any unearned fees on the basis on the number of years remaining relative to the initial ten (10) year period, provided the prorated amount is greater than $1,000.00. After the initial ten (10) year period that this Agreement is in effect, no refund of the one-time fee will be made to the Licensee by the Licensor. Articles of Agreement June 12, 1996 Pagel of 3 SUPPAGR.DOC 900101 Audit No. A-89616 Foran Approved, AVP -Law Folder No. 077-54 SECTION 4 - PROTECTION OF FIBER OPTIC CABLE SYSTEMS (a) Fiber optic cable systems may be buried on the Licensor's property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenues and profits. Licensee shall telephone the Licensor at 1-800-336-9193 (a 24-hour number) to determine if fiber optic cable is buried anywhere on the Licensor's premises to be used by the Licensee. If it is, Licensee will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the Licensor's premises. (b) In addition to other indemnity provisions of this Agreement, the Licensee shall indemnify and hold the Licensor harmless from and against all costs, liability, and expense whatsoever (including, without limitation, attorney's fees, and court costs and expenses) arising out of any act or omission of the Licensee, its contractor, agents and/or employees, that causes or contributes to (1) any damage to or destruction of any telecommunications system on Licensor's property, and (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents or employees, on Licensor's property. Licensee shall not have or seek recourse against Licensor for any claim or cause of action for alleged loss of profits or revenue or loss of service or other consequential damage to a telecommunication company using Licensor's property or a customer or user of services of the fiber optic cable on Licensor's property. SECTION 5 - TERMINATION This Agreement may be terminated by written notice given by either party hereto to the other on any date in such notice stated, not less, however, than thirty (30) days subsequent to the date upon which such notice shall be given. SECTION 6 - EFFECTIVE DATE This Supplemental Agreement shall be effective as of May 16, 1983. ARTICLE 7- SPECIAL PROVISIONS a.) Section 14 of the original agreement shall read: In addition to the provisions of section 11, this Agreement may be terminated by written notice given by either party hereto to the other on any date is such notice stated, not less, however, than six (6) months subsequent to the date upon which such notice shall be given. SECTION 8 - AGREEMENT SUPPLEMENTAL This agreement is supplemental to the Basic Agreement, as herein amended, and nothing herein contained shall be construed as amending or modifying the same except as herein specifically provided. Articles of Agreement June 12, 1996 Page 2 of 3 SUPPAGR.DOC 900101 Form Approved, AVP -Law Audit No. A-89616 Folder No. 077-54 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be executed as of the day and year first hereinabove written. UNION PACIFIC RAILROAD COMPANY CONTRACT REPRESENTATIVE WITNESS: CITY OF SALINA II! Articles of Agreement June 12, 1996 Page 3 of 3 RESOLUTION NUMBER 96-5022 A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE A SUPPLEMENTAL AGREEMENT TO AMEND THE ORIGINAL BASIC AGREEMENT DATED MAY 16, 1963, BETWEEN THE CITY OF SALINA, KANSAS AND THE UNION PACIFIC RAILROAD COMPANY FOR PIPELINE ENCROACHMENT. WHEREAS; due to an apparent billing oversight by both the City of Salina, Kansas (the "City") and the Union Pacific Railroad Company (the "Railroad") , no rental fees were billed or paid between 1983 and the present date; and WHEREAS; the Railroad recently structured their agreements to provide for a one time license fee in lieu of annual renewal fees; and WHEREAS; it is in the interest of the City to accept the lump sum fee option instead of the annual renewals with escalator clauses; and WHEREAS; the lump sum fee of $50,555 includes an amount ($25,155) equal to the annual rental fee of $1,935 times the number of delinquent years (13); and WHEREAS; the remainder of the lump fee ($25,400) is a single payment in lieu of future annual rental fees. SO NOW THEREFORE Kansas: BE IT RESOLVED by the Governing Body of the City of Salina, Section 1. That the Mayor is hereby authorized to execute a supplemental agreement to the original agreement dated May 16, 1963 between the City of Salina, Kansas and Union Pacific Railroad Company for pipeline encroachment. Section 2. That this Resolution shall be in full force and effect from and after its adoption. Adopted by the Board of Commissioners and signed by the Mayor this 24th day of June, 1996. (SEAL) ATTEST: Judy D. Long, CMC, City Clerk Evelyn Maxwell, Mayor C R. D. UHRICH ASSISTANT VICE PRESIDENT ROOM 1100, 1416 DODGE STREET OMAHA, NEBRASKA 68179-1100 (402)271-3753 FAX (402) 271-5493 Mr. Don Huff City of Salina PO Box 736 Salina, KS 67402 Dear Don: UNION PACIFIC RAILROAD COMPANY CONTRACTS & REAL ESTATE DEPARTMENT July 2, 1996 Folder No. 077-54 J. A. ANTHONY DIRECTOR -CONTRACTS & JOINT FACILITIES D. D. BROWN DIRECTOR -REAL ESTATE J. L. HAWKINS DIRECTOR -OPERATIONS SUPPORT D. H. LIGHTWINE DIRECTOR -REAL ESTATE W. R. ULRICH DIRECTOR -FACILITY MANAGEMENT Attached is your original copy of a Supplemental Agreement, fully executed on behalf of the Railroad Company. The Railroad Company has authorized the installation of fiber optic cable facilities on its property in certain areas. Prior to using the Railroad Company's property covered herein, you should thoroughly review the terms and conditions of this document and contact the Railroad Company at 1-800-336-9193 to determine if a fiber optic cable is buried on the subject property. distsuppAr Sincerely Yours, Yn Devish Contract Representative (402) 271-2346