R-98-11-12-10B6 - 11/12/1998WHEREAS, the City of Round Rock desires to enter into a
Signal Interconnect Agreement with Union Pacific Railroad for the
reconstruction of the intersection of McNeil Road with County Road
172, and
WHEREAS, Union Pacific Railroad has submitted a proposed
Signal Interconnect Agreement ( "Agreement "), and
WHEREAS, the City Council wishes to accept the proposal and
to enter into said agreement, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City said Agreement, a copy of said Agreement being
attached hereto and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice
of the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to
the public as required by law at all times during which this
Resolution and the subject matter hereof were discussed, considered
and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended, and the Act.
RESOLVED this 12th day of Novembep, 1998.
ATTEST:
e ltg Al AA
-214
NE
LAND, City Secretary
K;\ WPDOCS \RESOLDTI \RS1u266.RPD /ecg
RESOLUTION NO. R- 98- 11- 12 -10B6
CHARLES C PtIPPER, Mayor
City of Round Rock, Texas
SIA 970419
Form Approved, AVP -Law
SIGNAL INT ERCO T A REEMENT
THIS AGREEMENT, made this / A
th
day of NOVi713EQ, 1998, by and between UNION
PACIFIC RAILROAD COMPANY, a Delaware corporation, to be addressed at 1800 Fermin Street, Omaha.
Nebraska 68102 (hereinafter "Railroad "), and CITY OF ROUND ROCK, TEXAS, a municipal corporation of
the State of Texas to be addressed at 221 East Main Street Round Rock, TX 78664 (hereinafter "Political
Body'), WITNESSETH:
WHEREAS, Political Body desires to undertake as its project the installation of highway traffic control
signals at the intersection of County Road CR 172 and McNeil n Round Rock, Williamson County, TX ;
and as shown generally on the attached print dated August 18, 1998, marked Exhibit A, and
oad
WHEREAS, Railroad has grade crossing protection devices at the intersection of its track and County
Road CR 172 at Mile Post 163.10 on the Austin Subdivision; and
WHEREAS, Railroad agrees to install the necessary relays and other materials required to interconnect
and coordinate the operation of said railroad grade crossing protection devices with the operation of said highway
traffic control signals. Said work is to be performed at the sole expense of Political Body; and
WHEREAS, Political Body and Railroad, severally and collectively, desire to interconnect and
coordinate the operation of said signals.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of
the parties hereto to be by them respectively kept and performed as hereunder set forth, it is agreed as follows:
SECTION 1 - COPE OF WORK
A. Political Body and Railroad, severally and collectively, agree to interconnect and coordinate the operation
of the railroad grade crossing protection devices with the operation of the highway traffic control signals at 163.10
on the Austin Subdivision.
B. Railroad agrees to install the necessary relays and other materials required for interconnect at Political
Body's expense.
C. Railroad hereby grants permission and authority to Political Body and /or its contractor to install the
conduit with the necessary wiring beneath the track on the condition that Political Body requires any of its
contractors performing work on Railroad's property to enter into a Right of Entry Agreement with Railroad.
Political Body acknowledges receipt of a copy of the Right of Entry Agreement and understanding of its terms,
provisions, and requirements, and will inform its contractor of the need to execute the agreement. Under no
circumstances will Political Body's contractor be allowed onto Railroad's premises without first executing the
Right of Entry Agreement.
D. The Political Body agrees to pay the Railroad 100% of the actual cost of the Railroad's work performed
and materials supplied as hereinabove set forth, which is estimated to be ,659 00. Actual costs to the Railroad
include customary additives to materials and services provided by the Rail ad as shown on Exhibit C, attac
hereto and hereby made a part hereof. $79,189.00 [initial ]
[initial ]
sigmlln.doc Page 1 September 10, 1998
SIA 970419
Form Approved, AVP -Law
SECTION 2 - CONSTRUCTION AND MAINTENANCF,
Folder No.:
A. Railroad will furnish all labor, material, equipment and supervision for
Subdivisiee.. installation of grade crossing predictor and upgrading circuits at Mile Post
163.10 on the Austin Subdivision.
B. Railroad shall commence work within thirty (30) days after having been notified by Political Body to
proceed with the work and shall proceed diligently until completion.
C. Railroad agrees to operate and maintain, at its expense, the necessary relays and other materials required
for the interconnection and coordination of said signals.
SECTION 3 - PAYMENT
A. In consideration of Political Body's agreement to perform and abide by the terms of this Agreement and
the work to be performed by Railroad, Political Body agrees to pay Railroad an administrative fee of FIVE
HUNDRED DOLLARS ($500.00) upon the execution of this Agreement.
B. Railroad shall bill Political Body and Political Body will pay to Railroad the cost of labor, material and
expenses incurred as a result of this project. Reimbursement to Railroad will be made for work performed and
materials furnished, including but not limited to, insurance premiums and coverage at the rate and amount set
forth in the approved cost estimate attached, in accordance with the provisions of Federal-Aid Highway Program
Manual, Volume 1, Chapter 4, Section 3, issued by the Federal Highway Administration on April 25, 1975, and
October 1, 1982, revisions thereto and amendments thereto except as modified by the provisions herein.
SECTION 4 - CONDITIONS
A. Except as set forth in Section 5, Political Body shall not be liable to Railroad on account of any failure of
Railroad's flasher lights to operate properly nor shall Railroad have or be entitled to maintain any action against
Political Body arising from any failure from Railroad's flasher lights to operate properly. Similarly, Railroad
shall not be liable to Political Body on account of any failure of Political Body's traffic signal to operate properly
nor shall Political Body have or be entitled to maintain any action against Railroad arising from any failure of
Political Body's traffic signal to operate properly.
B. Political Body reserves the right to cancel this agreement for any reason and at any time prior to Railroad
proceeding with any part of the work outlined herein.
C. Fiber optic cable systems may be buried on Railroad's property. Political Body and /or its
contractor /subcontractor shall telephone Railroad at 1 -800- 336 -9193 (a 24 -hour number) to determine if fiber optic
cable is buried anywhere on Railroad's premises to be used by Political Body. If fiber optic cable is found,
Political Body will telephone the telecommunication company(ies) involved, arrange for a cable locator, and make
arrangements for relocation or other protection of the fiber optic cable, at Political Body's expense, prior to
beginning any work on Railroad's premises.
SECTION 5 - INTERFERENCE
In the operation and maintenance of the highway traffic control signals ( "Signals "), Political Body shall
take all suitable precautions to prevent any interference (by induction, leakage of electricity, or otherwise) with
the operation of the signal, communication lines or other installations or facilities of Railroad or its tenants, and if
at any time the operation or maintenance of the signals results in any electrostatic effects which Railroad deems
undesirable or harmful, or causes interference with the operation of the signal, communication lines or other
signalin.doc Page 2 September 10, 1998
ATTEST:
(Seal)
aigmdin.doc
SIA 970419
Form Approved, AVP •Law
Folder No.:
installations or facilities, as now existing or which may hereafter be provided by Railroad and/or its tenants,
Political Body shall, at its sole expense, immediately take such action as may be necessary to eliminate such
interference.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate on
the day and year first herein writ ten.
UNION PACIFIC RAILROAD COMPANY
By
DIRECTOR CONTRACTS
OF ROUND ROCK, TEXAS
B f
/ ��2;
Title: ✓YI
Page 3 September 10, 1998
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C
CONTRACTOR'S ROE 980204
Form Approved, AVP-Law
RECITALS:
Folder No.:ti26 -83
CONTRACTOR'S EXHIBIT B
RIGHT OF ENTRY AGREEMENT
THIS AGREEMENT is made and entered into as of the day of 199
by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation to be addressed at 1800 Famam
Street, Omaha, Nebraska 68102 (hereinafter referred to as the "Railroad "); and
a corporation (hereinafter referred to as the "Contractor ").
Contractor has been hired by City of Round Rock, Texas (hereinafter "Round Rock, Texas ") to perform work
relating to the connection of traffic lights and the intersection of County Road 172 and McNeil Road (the "Work "), partially
located on property of Railroad in the vicinity of Mile Post 163.10 on the Austin Subdivision, which Work is the subject of a
Contract dated between Railroad and City of Round Rock, Texas.
Contractor has requested Railroad to permit it to perform the work on Railroad property, and Railroad is agreeable
thereto, subject to the following terms and conditions.
AGREEMENT:
NOW, THEREFORE, it is mutually agreed by and between the Railroad and Contractor, as follows:
ARTICLE 1 - DEFINITION OF CONTRACTOR
For purposes of this agreement, all references in this agreement to the Contractor shall include the Contractor's
contractors, subcontractors, officers, agents and employees, and others acting under its or their authority.
ARTICLE 2 - jtIGHT GRANTED; PURPOSE
The Railroad hereby grants to the Contractor the right, during the term hereinafter stated and upon and subject
to each and all of the terms, provisions and conditions herein contained, to enter upon and have ingress to and egress
from the property described in the Recitals for the purpose of performing any work described in the Recitals above. The
right herein granted to Contractor is limited to those portions of Railroad's property specifically described herein, or as
designated by the Railroad Representative named in Article 4.
ARTICLE 3 - TERMS AND CONDITIONS CONTAINED IN EXHIBITS A AND A -3
The terms and conditions contained in Exhibits A and A -1, attached hereto, are hereby made a part of this
agreement.
ARTICLE 4 - ALL PEN E • BE BO L BY • NT TO ' :ILRO: D REP S T . IVE
The Contractor shall bear any and all costs and expenses associated with any work performed by the
Contractor, or any costs or expenses incurred by the Railroad relating to this agreement. All work performed by
Contractor on Railroad's property shall be performed in a manner satisfactory to the Railroad's] or his authorized
representative (hereinafter the "Railroad Representative ") identified below:
CONTRACTORS ROE 910204
Fonn Approved, AVP -Law
ARTICLE 5 - TERM: TERMINATION
a). The grant of right herein made to Contractor shall commence on the date of this agreement, and continue until
unless sooner terminated as herein provided, or at such time as Contractor has
completed its work on Railroad's property, whichever is earlier. Contractor agrees to notify the Railroad Representative
in writing when it has completed its work on Railroad property.
b). This agreement may be terminated by either party on ten (10) days written notice to the other party.
ARTICLE 6 - CERTIFICATE OF INSURANCE
a). Before commencing any work, Contractor will provide Railroad with a Certificate issued by its insurance
carrier providing the insurance coverage required pursuant to Exhibit A -1 of this agreement in a policy which contains
the following type of endorsement:
Union Pacific Railroad Company is named as additional insured with respect to all liabilities
arising out of Insured's, as Contractor, perfonnance of any work on the property of the Railroad.
b). Contractor warrants that this agreement has been thoroughly reviewed by its insurance agent(s)/broker(s)
and that said agent(s)/broker(s) has been instructed to procure insurance coverage and an endorsement as required
herein.
c). All insurance correspondence shall be directed to:
Folder No.1726 -83
Union Pacific Railroad Company
Director - Contracts
Attn: Cheryl A. Kinkel
1800 Famam Street
Omaha, Nebraska 68102
FolderNo.:1736.83
ARTICLE 7 - CHOICE OF FORUM
This agreement shall be governed, construed and enforced in accordance with the laws of the state of Texas.
Litigation arising out of or connected with this agreement may be instituted and maintained in the courts of the states
of Nebraska and Texas only, and the parties consent to jurisdiction over their person and over the subject matter of any
such litigation, in those courts, and consent to service of process issued by such courts.
ARTICLE 8 - pISMISSAL OF CONTRACTOR/SUBCONTRACTOR EMPLOYEE
At the request of Railroad, Contractor shall remove from Railroad property any employee of Contractor or any
subcontractor who fails to conform to the instructions of the Railroad Representative in connection with the work on
Railroads property, and any right of Contractor shall be suspended until such removal has occurred. Contractor shall
indemnify Railroad against any claims arising from the removal of any such employee from Railroad property.
ARTICLE 9 - ADMLNISTRATIVE FEE
Contractor shall pay to Railroad FIVE HUNDRED DOLLARS ($500.00) as reimbursement for clerical,
administrative and handling expenses in connection with the processing of this agreement.
3
coNrRAcro s ROE 980204 Folder No.:172643
Form Approved, AVP -Law
ARTICLE 10 - SPECIAL PROVISIONS
a). No additional vehicular crossings (including temporary haul roads) or pedestrian crossings over Railroad's
trackage shall be installed or used by Contractor without the prior written permission of Railroad.
b). Explosives or other highly flammable substances shall not be stored on Railroad property without the prior
written approval of the Railroad Representative.
IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate as of the date first
herein written.
4
(Name of Contractor)
By:
Title:
UNION PACIFIC RAILROAD COMPANY
By:
MANAGER CONTRACTS
CONTRACTOR'S ROE 980204
Form Approved, AVP -Law
EXHIBIT A TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
Section 1. NOTICE.. OF COMMENCEMENT OF WORK - FLAGGING.
Section 2. LIMITATION AND STJBORDINATION OF RIGHTS GRANTED
Folder No *1726
a. The Contractor agrees to notify the Railroad Representative at least 10 working days in advance of Contractor
commencing its work and at least 5 working days in advance of proposed performance of any work by the Contractor in which any person
or equipment will be within 25 feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited
to, a crane boom) will reach to within 25 feet of any track. No work of any kind shall be performed, and no person, equipment, machinery,
tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within 25 feet of any of Railroad's track(s) at any
time, for any reason, unless and until a Railroad flagman is provided to watch for trains. Upon receipt of such 5 -day notice, the Railroad
Representative will determine and inform the Contractor whether a flagman need be present and whether the Contractor need implement
any special protective or safety measures. If flagging or other special protective or safety measures are performed by the Railroad, such
services will be provided at Contractor's expense with the understanding that if the Railroad provides any flagging or other services, the
Contractor shall not be relieved of any of its responsibilities or liabilities set forth herein. Contractor shall promptly pay to Railroad all
charges connected with such services within 30 days after presentation of a bill therefor.
b. The rate of pay per hour for each man will be the prevailing hourly rate in effect for an eight hour day for the class of
men used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work
is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health & welfare, supplemental sickness,
Railroad Retirement & UC, supplemental pension, Empl. Liability & Property Damage and Administration will be included, computed
on actual payroll. The composite charge will be the prevailing composite charge in effect on the day of execution of this agreement. One
and one -half times the current hourly rate is paid for overtime, Saturdays and Sundays; two and one -half times current hourly rate for
holidays. Wage rates are subject to change, at any time, by law or by agreement between the railroad and its employees, and may be
retroactive as a result of negotiations or a ruling of an authorized Governmental Agency. Additional charges on labor are also subject to
change. If the wage rate or additional charges are changed, the Contractor shall pay on the basis of the new rates and charges.
c. Reimbursement to the Railroad will be required covering the full eight hour day during which any flagman is furnished,
unless he can be assigned to other Railroad work during a portion of such day, in which event reimbursement will not be required for the
portion of the day during which the flagman is engaged in other Railroad work. Reimbursement will also be required for any day not
actually worked by said flagman following his assignment to work on the project for which the Railroad is required to pay the flagman
and which could not reasonably be avoided by the Railroad Company by assignment of such flagman to other work , even though the
Contractor may not be working during such time.
a. The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the Railroad
to use and maintain its entire property including the right and power of the Railroad to construct, maintain, repair, renew, use, operate,
change, modify or relocate railroad tracks, roadways, signal, communication, fiber optics, or other wirelines, pipelines and other facilities
upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by the Railroad without
liability to the Licensee or to any other party for compensation or damages.
b. The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees
of the Railroad's property, and others) and the right of the Railroad to renew and extend the same, and is made without covenant of title
or for quiet enjoyment.
Section 3.
W T , RAILR
ERAT
AD
No work performed by Contractor shall cause any interference with the constant, continuous and uninterrupted use of the tracks,
property and facilities of the Railroad its lessees, licensees or others, unless specifically permitted under this agreement, or specifically
authorized in advance by the Railroad Representative. Nothing shall be done or suffered to be done by the Contractor at any time that
1
. 4 «.
CONTRACTOR'S ROE 980204
Fonn Approved, AVP -law
Section 4. MECHANIC'S LIENS.
Section 5. PROTECTION OF FIBER OPTIC CABLE SYSTEMS,
Folder No.:1726.83
would in any manner impair the safety thereof. When not in use, Contractor's machinery and materials shall be kept at least 50 feet from
the centerline of Railroad's nearest track, and there shall be no vehicular crossings of Railroad's tracks except at existing open public
crossings.
The Contractor shall pay in full all persons who perform labor or provide materials for the work to be performed by Contractor.
The Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be created or enforced
against any property of the Railroad for any such work performed. The Contractor shall indemnify and hold harmless the Railroad from
and against any and all liens, claims, demands, costs or expenses of whatsoever nature in any way connected with or growing out of such
work done, labor performed, or materials furnished.
a. Fiber optic cable systems may be buried on the Railroad'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 revenue and profits.
Contractor shall telephone the Railroad at 1- 800 -336 -9193 (a 24 -hour number) to determine if fiber optic cable is buried anywhere on the
Railroad's premises to be used by the Contractor. If it is, Contractor will telephone the telecommunications company(ies) involved,
arrange for a cable locator, make arrangements for relocation or other protection of the fiber optic cable, and will commence no work on
the right of way until all such protection or relocation has been accomplished.
b. In addition to other indemnity provisions in this Agreement, the Contractor shall indemnify and hold the Railroad
harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and
expenses) arising out of any act or omission of the Contractor, its contractor, agents and/or employees, that causes or contributes to (1)
any damage to or destruction of any telecommunications system on Railroad's property, and/or (2) any injury to or death of any person
employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Railroad's property.
Contractor shall not have or seek recourse against Railroad 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 Railroad's property or a customer or user of services of
the fiber optic cable on Railroad's property.
Section 6. COMPLIANCE WITH LAWS.
In the prosecution of the work covered by this agreement, the Contractor shall secure any and all necessary permits and shall
comply with all applicable federal, state and local laws, regulations and enactments affecting the work. The Contractor shall use only such
methods as are consistent with safety, both as concerns the Contractor, the Contractor's agents and employees, the officers, agents,
employees and property of the Railroad and the public in general. The Contractor (without limiting the generality of the foregoing) shall
comply with all applicable state and federal occupational safety and health acts and regulations. All Federal Railroad Administration
regulations shall be followed when work is performed on the Railroad's property. If any failure by the Contractor to comply with any such
laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against the Railroad,
the Contractor shall reimburse and indemnify the Railroad for any such fine, penalty, cost, or charge, including without limitation
attorneys' fees, court costs and expenses. The Contractor further agrees in the event of any such action, upon notice thereof being provided
by the Railroad, to defend such action free of cost, charge, or expense to the Railroad.
Section 7. SAFETY INSTRUCTIONS.
Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the Work pursuant
to this agreement. As reinforcement and in furtherance of overall safety measures to be observed by the Contractor (and not by way of
limitation), the following special safety rules shall be followed:
a. The Contractor shall keep the job site free from safety and health hazards and ensure that its employees are competent
and adequately trained in all safety and health aspects of the job. The Contractor shall have proper first aid supplies available
on the job site so that prompt first aid services can be provided to any person that may be injured on the job site. The Contractor
shall promptly notify the Railroad of any U.S. Occupational Safety and Health Administration reportable injuries occurring to
2
CONTRACTORS ROE 980204
Form Approved, AVP -Law
Folder No.:1726-83
any person that may arise during the work performed on the job site. The Contractor shall have a non - delegable duty to control
its employees while they are on the job site or any other property of the Railroad to be certain they do not use, be under the
influence of, or have in their possession any alcoholic beverage, drug, narcotic or other substance that may inhibit the safe
performance of work by the employee.
b. The employees of the Contractor shall be suitably dressed to perform their duties safely and in a manner that will not
interfere with their vision, bearing or free use of their hands or feet. Only waist length shirts with sleeves and trousers that cover
the entire leg are to be worn. If flare - legged trousers are wom, the trouser bottoms must be tied to prevent catching. The
employees should wear sturdy and protective work boots and at least the following protective equipment:
(1) Protective head gear that meets American National Standard- Z89.1- latest revision. It is suggested that all
hardhats be affixed with Contractor's or subcontractor's company logo or name.
(2) Eye protection that meets American National Standard for occupational and educational eye and face
protection, Z87.1- latest revision. Additional eye protection must be provided to meet specific job situations such as
welding, grinding, burning, etc.; and
(3) Hearing protection which affords enough attenuation to give protection from noise levels that will be occurring
on the job site.
c. All heavy equipment provided or leased by the Contractor shall be equipped with audible back -up warning devices.
If in the opinion of the Railroad Representative any of Contractor's or any of its subcontractor's equipment is unsafe for use on
the Railroads right -of -way, the Contractor, at the request of the Railroad Representative, shall remove such equipment from the
Railroad's right -of -way.
Section 8. JNDEMNITY.
a. As used in this Section, "Railroad" includes other railroad companies using the Railroads property at or near the location
of the Contractor's installation and their officers, agents, and employees; "Loss" includes loss, damage, claims, demands, actions, causes
of action, penalties, costs, and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from: (a) injury
to or death of persons whomsoever (including the Railroad's officers, agents, and employees, the Contractor's officers, agents, and
employees, as well as any other person); and/or (b) damage to or loss or destruction of property whatsoever (including Contractor's
property, damage to the roadbed, tracks, equipment, or other property of the Railroad, or property in its care or custody).
b. As a major inducement and in consideration of the license and permission herein granted, the Contractor agrees to
indemnify and hold harmless the Railroad from any Loss which is due to or arises from any cause and is associated in whole or in part
with the work performed under this agreement, a breach of the agreement or the failure to observe the health and safety provisions herein,
or any activity, omission or negligence arising out of performance or nonperformance of this agreement regardless of whether contributed
to in part by the negligence or fault of Railroad. However, the Contractor shall not indemnify the Railroad when the Loss is caused by
the sole negligence of the Railroad.
c. Any liability of either party hereunder to one of its employees under any Workers' Compensation Act or the Federal
Employers' Liability Act shall not be questioned or in any way challenged by the other party, nor shall any jury or court fmdings resulting
from any employee's suit against either party pursuant to any such Act(s) be relied upon or used by either party in any attempt to assert
common law liability against the other.
Section 9. RESTORATION OF PROPERTY.
In the event the Railroad authorizes the Contractor to take down any fence of the Railroad or in any manner move or disturb any
of the other property of the Railroad in connection with the work to be performed by Contractor, then in that event the Contractor shall,
as soon as possible and at Contractor's sole expense, restore such fence and other property to the same condition as the same were in before
such fence was taken down or such other property was moved or disturbed. The Contractor shall remove all of Contractor's tools,
3
CONTRACTOR'S ROE 980204
Form Approved. AVP.Law
Section 10. WAIVER OF BREACH,
Section 11. ASSIGNMENT - SUBCONTRACTING.
4
•
Folder No.:1726 -83
equipment and materials from Railroad's property promptly upon completion of the work, restoring Railroad's property to the same state
and condition as when Contractor entered thereon.
Waiver by the Railroad of the breach of any condition, covenant or agreement herein contained to be kept, observed and
performed by the Contractor shall in no way impair the right of the Railroad to avail itself of any remedy for any subsequent breach
thereof.
The Contractor shall not assign, sublet or subcontract this agreement, or any interest therein, without the written consent of the
Railroad and any attempt to so assign, sublet or subcontract without the written consent of the Railroad shall be void. If the Railroad gives
the Contractor permission to subcontract all or any portion of the work herein described, the Contractor is and shall remain responsible
for all work of subcontractors and all work of subcontractors shall be governed by the terms of this agreement.
CONTRACTORS ROE 980204
Form Approved, AVP -Law
Exhibit A -1
UNION PACIFIC RAILROAD
CONTRACT INSURANCE REQUIREMENTS
Third Party Contractors Right Of Entry Agreement
Folder No.:1726 - 83
Contractor shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance
coverage:
(a) General Liability insurance providing bodily injury including death, personal injury and property damage coverage
with a combined single limit of at least 52,000,000 each occurrence or claim and an aggregate limit of at least 54,000,000. This
insurance shall contain broad form contractual liability with a separate general aggregate for the project (ISO Form CG 25 03 or
equivalent). Exclusions for explosion, collapse and underground hazard shall be removed. Coverage purchased on a claims made
form shall provide for at least a two (2) year extended reporting or discovery period if (a) the coverage changes from a claims made
form to an occurrence form, (b) there is a Iapse/cancellation of coverage, or (c) the succeeding claims made policy retroactive date is
different for the expiring policy.
(b) Automobile Liability insurance providing bodily injury and property damage coverage with a combined single
limit of at least 52,000,000 each occurrence or claim. This insurance shall cover all motor vehicles including hired and non - owned,
and mobile equipment if excluded from coverage under the general public liability insurance.
(c) Workers' Compensation insurance covering Contractor's statutory liability under the workers' compensation laws
of the state(s) affected by this Agreement, and Employers' Liability. If such insurance will not cover the liability of Contractor in
states that require participation in state workers' compensation fund, Contractor shall comply with the laws of such states. If
Contractor is self - insured, evidence of state approval must be provided.
(d) Railroad Protective Liability insurance naming the Railroad as the insured with a combined single limit of
52,000,000 per occurrence with a 56,000,000 aggregate. The policy shall be broad form coverage for "Physical Damage to Property"
(ISO Form CG 00 35 or equivalent) and include pollution arising out of fuels and lubricants brought to the job site (ISO Form CG 28
31 or equivalent). A binder of insurance for Railroad Protective Liability must be submitted to the Railroad and the original policy or
a certified duplicate original policy must be forwarded to the Railroad when available.
Contractor and its insurers shall endorse the required insurance policy(ies) to waive their right of subrogation against
Railroad. Contractor and its insurers also waive their right of subrogation against Railroad for Loss of its owned or leased property or
property under its care, custody and control. Contractor's insurance shall be primary with respect to any insurance carried by
Railroad. The policy(ies) required under (a) and (b) above shall provide severability of interests and shall name Railroad as an
additional insured.
Prior to commencing the Work, Contractor shall furnish to Railroad certificate(s) of insurance evidencing the required
coverage and endorsements and upon request, a certified duplicate original of any required policy. The certificate(s) shall contain a
provision that obligates the insurance company(ies) issuing such policy(ies) to notify Railroad in writing of any material alteration
including any change in the retroactive date in any "claims- made" policies or substantial reduction of aggregate limits, if such Limits
apply, or any cancellation at least thirty (30) days prior thereto.
The insurance policy(ies) shall be written by a reputable insurance company(ies) acceptable to Railroad or with a current
Best's Insurance Guide Rating of B and Class VII or better, and authorized to do business in the state(s) in which the Job Site is
located.
Contractor WARRANTS that this Agreement has been thoroughly reviewed by Contractor's insurance agent(s)/broker(s),
who have been instructed by Contractor to procure the insurance coverage required by this Agreement.
If Contractor fails to procure and maintain insurance as required, Railroad may elect to do so at the cost of Contractor.
1
CONTRACTOR'S ROE 980204
Fern Approved, AVP -Law
2
Folder No.:1726 -83
The fact that insurance is obtained by Contractor shall not be deemed to release or diminish the liability of Contractor,
including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Railroad shall not
be limited by the amount of the required insurance coverage.
. • -18 -1998 14:33 INDUSTRY PU1.IC PROJECT 281 305 7671 P. 0240
* , DATE: A.998 -07 -22
ESTIMATE OF MATERIAL AND FORCE ACCOUNT WORK ' `
BY THE
UNION PACIFICC RAILROAD EXHIBIT C
DESCRIPTION OF WORK:
INSTALL GRADE CROSSING PREDICTOR AND UPDATE CIRCUITS AT CR 172 IN
ROUND ROCK TX. MP 163.10 ON THE AUSTIN SUB.
SIGNAL PROJECT MANAGER :R.G.CLARKSON 8-867 -7281
RAILROAD TO PERFORM ALL WORK / COST DISTRIBUTED AS FOLLOWS:
SIGNAL - CITY OF ROUND ROCK - 100%
PID: 27858 AWO: 27250 MP,SUBDIV: 163.10, AUSTIN
SERVICE UNIT: 10 CITY: ROUND ROCK STATE: TX
DESCRIPTION
QTY UNIT LABOR MATERIAL RECOLL UPRR TOTAL
ENGINEERING WORK
ENGINEERING 5900 5900 5900
LABOR ADDITIVE 5207 5207 5207
SIG -HWY XNG 1137 1137 1137
TOTAL ENGINEERING 12244 12244 12244
SIGNAL WORK
MATL STORE EXPENSE
SIGNAL
BILL PREP
EQUIPMENT RENTAL
FOREIGN LINE FREIGHT
LABOR ADDITIVE
PERSONAL EXPENSES
SIG -HWY XNG
TRANSPORTATION CHARGES
USAGE EQUIPMENT
WK ZONE TRAFFIC CONTROL
CFO 1R 1QQq 14:12
1557
5753
7774
1689 1689
33785 33785
1557
4825 4825
680 680
5753
4300 4300
7774
2828 2828
2504 2504
1750 1750
TOTAL SIGNAL 15084 52361 67445
LABOR /MATERIAL EXPENSE 27328 52361
RECOLLECTIBLE /UPRR EXPENSE 79689 0
ESTIMATED PROJECT COST
EXISTING REUSEABLE MATERIAL CREDIT 0
SALVAGE NONUSEABLE MATERIAL CREDIT 500
RECOLLECTIBLE LESS CREDITS 79189
1689
33785
1557
4825
680
5753
-4300
7774
2828
2504
1750
67445
79689
CBE ABOVE FIGURES ARE ESTIMATES ONLY AND SUBJECT TO FLUCTUATION. IN THE EVENT CD
►N INCREASE OR DECREASE.IN THE COST OR QUANTITY OF MATERIAL OR LABOR REQUIRED,
JPRR WILL BILL FOR ACTUAL CONSTRUCTION COSTS AT THE CURRENT EFFECTIVE RATE.
281 305 7671 PRGE.02
Signal Interconnect
Railroad Signal
Interconnect Agreement
(McNeil Rd. & Co. Rd. 172)
t
DATE: November 6, 1998
SUBJECT: City Council Meeting — November 12, 1998
ITEM: 10.B.6. Consider a resolution authorizing the Mayor W execute a Signal
Interconnect Agreement with the Union Pacific Railroad Company for
the reconstruction of that part of the intersection of McNeil Road and
County Road 172 within Railroad right of way, and the
interconnection of the proposed new traffic signal at the intersection
with the Railroad signal controls. The Railroad agrees to install and
maintain the necessary relays and materials in their railroad signal
cabinet for which the City agrees to reimburse the Railroad 100% of
their actual costs estimated to be $79,189.00. The City will also be
required to pay the Railroad a $500.00 administrative fee. Funding for
this project is available from 1997 Certificates of Obligation and Federal
Surface Transportation Funds administered by the Texas Department of
Transportation and the Austin Transportation Study. Staff Resource
Person: Jim Nuse, Public Works Director.
03/24/2000 FRI 15:48 FAX 512 218 3242 Traffic Section
r 'f ; MAR 24 '00 14:25 FR UPRR CANT AND R/E 402 997 3602 TO 915122183242
-�� I1 -11. - 10(0
9IA 976419
Fonn Appre.ad, AvP-Law
SIGNAL INTRRCONNECT AGREEMNT
.o. Admin. Srd Fir 4002
P.02/15
Folder No,:
Agreement Number
7.0871
eir
THIS AGREEMENT, made this / day of NOVE,Yh 19Q, by and between UNION
PACIFIC RAILROAD COMPANY, a Delaware corporadon, to be addressed at 1800 Farnam Street, Omaha.
' Nebraska 68102 (hereinafter 'Railroad "), and CITY OF ROUND ROCK, TEXAS, a municipal corporation of
the State of Texas to be addressed at 221 East Main Street Round Rock, TX 78664 (hereinafter "Political
Body "), WITNESSETH:
WHEREAS, Political Body desires to undertake as its project the installation of highway traffic control
signals at the intersection of County Road CR 172 and McNeil in Round Rock, Williamson County, TX ;
and as shown generally on the attached print dated August 18, 1998, marked Exhibit A, and
oad
WHEREAS, Railroad has grade crossing protection devices al the intersection of its crack and County
Road CR 172 at Mile Post 163.10 on the Austin Subdivision; and
WHEREAS, Railroad agrees to install the necessary relays and other materials required to interconnect
and coordinate the operation of said railroad grade crossing protection devices with the operation of said highway
traffic control signals. Said work is to be performed at the sole expense of Political Body; and
WHEREAS. Political Body and Railroad, severally and collectively, desire to interconnect and
coordinate the operation of said signals.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of
the parties hereto to be by them respectively kept and performed as hereunder set forth, it is agreed as follows:
SECTION 1 - SCOPE OF WORK
A. Political Body and Railroad, severally and collectively, agree to interconnect and coordinate the operation
of the railroad grade crossing protection devices with the operation of the highway traffic control signals at 163.10
on the Austin Subdivision.
B. Railroad agrees to install the necessary relays and other materials required for interconnect at Political
Body's expense.
C. Railroad hereby grants permission and authority to Political Body and/or its contractor to install the
conduit with the necessary wiring beneath the track on the condition that Political Body requires any of its
contractors performing work on Railroad's property to enter into a Right of Entry Agreement with Railroad.
Political Body acknowledges receipt of a copy of the Right of Entry Agreement and understanding of its terms,
provisions, and requirements, and will inform its contractor of the need to execute the agreement. Under no
circumstances will Political Body's contractor be allowed onto Railroad's premises without first executing the
Right of Entry Agreement.
D. The Political Body agrees to pay the Railroad 100% of the actual cost of the Railroad's work performed
and materials supplied as hereinabove set forth, which is estimated to be 689:08. Actual costs to the Railroad
include customary additives to materials and services provided by the Rail ad as shown on Exhibit C, aua
hereto and hereby made a pan hereof. $79,189.00 [initial l
[initia
signalin.duc Pea V O
MAR -24 -2000 15:59
By=
Date'
512 218 3242 97%
FEB 111999
Scprueter 10, 1955
P.02
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i f I0R 24 '00 14:25 FR UPRR CONT AND R/E 402 997 3602 TO 915122183242 P.03/15
SIA 970419
Porn Approved, AvP -taw
Fouler No.:
SECTION 2 - QQNSTRTJCTIf1N AND MATN1 MANCE
•
A. Railroad will furnish all labor, material, equipment and supervision for
kiebtlivisiess. installation of grade crossing predictor and upgrading circuits at Mile Post
163.10 on the Austin Subdivision. 9
B. Railroad shall commence work within thirty (30) days after having been notified by Political Body to
proceed with the work and shall proceed diligently until completion.
C. Railroad agrees to operate and maintain, at its expense, the necessary relays and other materials required
for the interconnection and coordination of said signals_
SECTION 3 - jgYMENT
A. In consideration of Political Body's agreement w perform and abide by the terms of this Agreement and
the work to be performed by Railroad, Political Body agrees to pay Railroad an administrative fee of FIVE
HUNDRED DOLLARS ($500.00) upon the execution of this Agreement.
B. Railroad shall bill Political Body and Political Body will pay to Railroad the cost of labor, material and
expenses incurred as a result of this project. Reimbursement to Railroad will be made for work performed and
materials famished, including but not limited to, insurance premiums and coverage at the rate and amount set
forth in the approved cost estimate attached, in accordance with the provisions of Federal -Aid Highway Program
Manual, Volume 1, Chapter 4, Section 3, issued by the Federal Highway Administration on April 25, 1975, and
Onobcr 1, 1982, revisions thereto and amendments thereto except as modified by the provisions herein_
SECTION 4 - CONI)FFIONS
A. Except as set forth in Section 5, Political Body shall not be liable to Railroad on account of any failure of
Railroad's flasher lights to operate properly nor shall Railroad have or be entitled to maintain any action against
Political Body arising from any failure from Railroad's flasher lights to operate properly. Similarly, Railroad
shall not be liable to Political Body on account of any failure of Political Body's traffic signal to operate properly
nor shall Political Body have or be entitled to maintain any action against Railroad arising from any failure of
Political Body's traffic signal to operate properly.
B. Political Body reserves the right to cancel this agreement for any reason and at any time prior to Railroad
proceeding with any part of the work outlined herein.
C. Fiber optic cable systems may be buried on Railroad's property. Political Body and /or its
contractor /subcontractor shall telephone Railroad at 1- 800 - 336-9193 (a 24 -hour number) to determine if fiber optic
cable is buried anywhere on Railroad's premises to be used by Political Body. If fiber optic cable is found,
Political Body will telephone the telecommunication company(ies) involved, arrange for a cable locator. and make
arrangements for relocation or other protection of the fiber optic cable, at Political Body's expense, prior to
beginning any work on Railroad's premises.
SECTION 5 - JNTEREERENCE
In the operation and maintenance of the highway traffic control signals ( "Signals "), Political Body shall
take all suitable precautions to prevent any interference (by induction, leakage of electricity, or otherwise) with
the operation of the signal, communication lines or other installations or facilides of Railroad or its tenants, and if
at any time the operation or maintenance of the signals results in any electrostatic effects which Railroad deems
undesirable or harmful, or causes interference with the operation of the signal, communication lines or other
slgnalin.dnc
MAR -24 -2000 16 00
Page 2 September 10, 1998
512 218 3242 97%
P.03
03/21/2000 FRI 15:49 FAX 512 218 3242 Traffic Section 4-.4 Admin, 3rd Fir 4004
MAR 24 '00 14:26 FR UPRR CONT AND R✓E 402 997 3602 TO 915122183242 P.04/1S
87A 970119
pgnn Append. AVP-terr
or facilicice. as now existing or which may hereafter be provided by Railroad smd/ar its teranes,
Political Body shall. at its solo expense, immediately take suds action as may be necessary to eliminate such
intszferenoe.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate on
the day and year first herein written.
ATTEST:
(Seal)
r aealutdoe
MAR - 24 - 2000 16:00
Peg. 3
512 218 3242 971
UNION PACIFIC RAILROAD COMPANY
Fir N o. :
September 10. 1999
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EXHIBIT A
Ia11a s MI sic UNION PACIFIC RPILROAO
WEST JCr.. TEXAS TO
L - TEXAS
C.T.C. CIRCUITS
0 4 0011(70110
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117. PE1
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03/04/2000 FRI 15:50 FAX 512 218 3242 Traffic Section • Admin, 3rd Fir 0 008
A MAR 24 '00 1426 FR UPRR CANT AND R/E 402 997 3602 TO 915122193242 P.06/15
CONTTIACTOR'S ats5 910201
Form Approved. AVp -Law
•
THIS AGREEMENT is made and entered Into as of the day of 1 FF
by and botwece UNION PACIFIC RAILROAD COMPANY. a Delaware corporation to be addressed at 1800 Famam
'Street, Omaha, Nebraska 68102 (hereinafter referred to as the "Railroad"), and
is corporation (hereinafter referred to as the "Contractor').
'RECITALS:
Contractor has been hired by City of Round Rock, Texas (hereinafter "Round Rock, Texas ") to perform work
relating to the connection of traffic lights and the intersection of Coemty Road 172 and McNeil Road (the "Work "). partially
i located on property of Railroad in the vicinity of Mile Post 16315 on the Austin Subdivision, which Work is the subject of a
'Contract dated between Railroad and City of Round Rock, Texas.
Contractor has requested Railroad to permit it to perform the work on Railroad property, and Railroad is agreeable
thereto, subject to the following terms and conditions.
. AGREEMENT:
NOW, THEREFORE, it is mutually agreed by and between the Railroad and Contractor, as follows:
ARTICLE 1 - DEFINITION OF CONTRACTOR
For purposes of this agreement, all references in this agreement to the Contractor shall include the Contractors
contractors, subcontractors, officers, agents and employees, and others acting under its or their authority.
ARTICLE 2 - RIGHT GRANTEDLEI1RYQSE
CONTRACTOR'S EXHIBIT B
RIGHT OF ENTRY AGREEMENT
The Railroad hereby grants to the Contractor the right, during the term hereinafter stated and upon and subject
to each and all of the terms, provisions and conditions herein contained. to enter upon and have ingress to nn4 egress
from the property described in the Recitals for the purpose of performing any work described in the Recitals above. The
right herein granted to Contractor is limited to those portions of Railroad's property specifically described herein, or as
designated by the Railroad Represenladve named in Article 4.
ARTICLE 3 - TERMS AND CONDITIONS CONTAINED IN PXWITIITS A ANT) A.-'t
Feld.r Ne,:1726 419
The terms and conditions contained in Exhibits A and A -1, attached hereto, are hereby made a part of this
agreement.
ARTICLE 4-
Z
TOR- RAIL
The Contractor shall bear any and all costs and expenses associated with any work performed by the
Contractor, or any costs or expenses incurred by the Railroad relating to this agreotaent. All work performed by
Contractor on Railroads property shell be performed in a manner satisfactory to the Railroad's] or his authorized
representative (hereinafter the "Railroad Representative ") identified below:
MAR -24 -2088 16 :01
512 218 3242 97% P.06
03/24/2000 FRI 15:51 FAx 514 418 3242 Traffic Section Adnin, 3rd Fir
MR 24 ' 00 14 FR UFRR C3h17 R/E 402 c 3502 TO 915122183242 4.67/15
Folderato.:02
CONTRACTORS Rae 9ao3o4
Form AApI l d AY! -Law
ARTICLE 5 - : T
-t'PRM LRMINATII�I L
hero m in made Contractor shall commence on the date of this agreement, and continue uetii
e). The P t of right unMMO sooner terminated as herd provided, or at such time as Contractor has
onipleTad ha work on Railroads property, w is earlier. Contractor agrees to notify the Railroad Representative
In writing when it has completed its work on Railroad property.
l). This agreenteot may be terminated by either party on ten (10) days written notice to the other party.
,ARTICLE 6 - CERTIFICATR OF INSURANCE,
a). Before commencing any work, Contractor will provide Railroad with a Certificate issued by its n sur con twins
carrier providing the insurance coverage required pursuant to Exhibit A -1 of this agreement policy
the following type of endorsement.
Union Pacific Railroad Company is named as additional insured with respect to all liabilities
arising out of Insureds. as Contractor, performance of any work on the property of the Railroad.
b). Contractor warrants that this agreement hes been thoroughly reviewed by its insurance agent(s)Nroket(s)
and that said agent(s)/broker(s) has been instructed to procure insurance coverage and an endorsement as required
herein.
e). All insurance correspondence shall be directed to:
Fulda No.1726 -83
Union Pacific Railroad Company
Director - Contracts
Attn: Cheryl A. Kinkel
1 800 Farnam Street
Omaha, Nebraska 68102
ARTICLE 7 - CROIC& OF FORUM
This agreement shall be governed, construed and enforced in accordance with the laws of the state of Texas.
Litigation arising out of or connected with this agreement may be instituted and maintained in the enuns of the states
of Nebraska and Texas only. and the parties consent to jurisdiction over their person and over the subject matter of any
such litigation, in those courts, and Consent to service of process Issued by such courts.
ARTICLE B-
MAR -24 -2000 16:02
l y
aF t ..1161 _
I.
R
OR/
11007
At the request of Railroad, Contractor shall remove from Railroad property any employee of Contractor or any
subcontractor who fails to conform to the instructions of the Railroad Representative in connection with the work on
Railroad's property, and any right of Contractor shall be suspended until such removal has occurred. Contractor shall
indemnify Railroad against any claims arising from the removal of any such employee from Railroad property.
ARTICLE 9 - ADMTNISTRATIVE RRF.
Contractor ahell pay to Railroad FIVE HUNDRED DOLLARS (5500.00) as reimbursement for clerical,
administrative and handling expenses in connection with the processing of this agreement.
512 218 3242
3
97%
OY
P. 07
03/24/2000 FRI 15:51 FAX 512 218 3242 Traffic Section Admin. 3rd Flr W1008
r MAR 24 '00 14 :27 FR UPRR CONT AND R/E 402 997 3602 TO 915122183242 P.08/15
FolearNe,;1726E3
CONTRACTOR'S ROE 910204
Farm Approved AYRL*W
ARTICLE 10 - ,$ieECTAL PROVISIONS
a). No additional vehicular crossings (including temporary haul Ada) or pedestrian crossings over Railroad's
trackage hall be hutalled or used by Contractor without the prior written permission of Railroad.
b). Explosives or other highly flammable substances shall not be stored on Railroad property without the prior
written approval of the Railroad Representative.
IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate as of the date first
herein written.
MAR -24 -2000 16:02
4
(Name of Contrmi r)
By:
Title:
TINION PACIFIC RAILROAD COMPANY
By:
MANAGER CONTRACTS
512 218 3242 972 P.08
. 03/24/2000 FRI 15:51 FAX 512 218 3242 Traffic Section -. ++ Admin. 3rd Fir I0 009
NPR 24 '00 14127 FR UPRR CONT RND R/E 402 997 3602 TO 915122193242 P.09/15
Polder No .1/2640
COrrTRACTOR'S POE 910200
Form Approved, AVP -Law
MAR-24-2000 16:02
O ;!
Section 1. . •y4 E O OtLt�t CE .�l: O'
G I'
The Contractor agrees to notify the Railroad Representative at least 10 working days in advance of Contractor
cottupeneing its work and at (east 5 working days in advance of proposed performance of any work by the Contactor in which any I pe
or equipment will be within 25 feet of any track. or will be near enough to any track that any equipmad extension (such as, but not
to, a gang boom) will reach to within 25 fiat of any Week. No work of any kind shall be performed, and no person, equipment machinery'
tool(), material(s), vehtcle(s), or thing(%) shall be located, operated, placed, or stored within 25 feet of any of Railroad's track(a) at any
t;mel for any reason, unless and until a Railroad flagman is provided to watch for trains. Upon receipt of such 5 -day notice, the Railroad
R *. e tat p e cti determine and inures the Canti o whether e a flagmen p a �e or present and are i erformed by the such the Contractor
services will i be provid ed e a d e t Co o iaeto,os. 's expense n with the understanding or other services, the
sv(ces wl be proviet Cnbeerot wi that if the Railroad provides any flagging or
to Railroad ell
Contractor shall not be relieved of any of its responsibilities or liabilities set forth herein. Contractor shall promptly pay
charges connected with such services within 30 days after presentation of a bill therefor.
b. The rate of pay per hour for each man will be the prevailing hourly rate in effect for an eight hour day for the class of
min used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect NOM 011ie
the work
is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, , health
t & %wolf et supplemental sickness,
Railroad Retirement & UC, supplemental pension, Empl. Liability & Property Damag will included, computed
co red
on actual payroll. The composite charge will be the prevailing composite charge in effect n the day of execution of this agreement One
anal one -half times the current hourly rate is paid for overtime, Saturdays and Sundays; two and one -half times current hourly rate for
holidays. Wage rates are subject to change, at any time, by law or by agreement between the railroad and its employees, and may be
retroactive as a chabge. if the wage rate or on al charges are changed, Connector shall else subject to
shall pay n the basis of the ocw rates and charges.
c. Reimbursement to the Railroad will be required covering the full eight hour day during which any flagman is furnished,
unless he can be assigned to other Railroad work during a portion dwelt day, in which event reimbursement will not be required for she
porltion of the day during which the flagman is engaged in other Railroad work. Reimbursement will also be required for day not
actthally worked by said flagman following his assignment to work on the project for which the Railroad is required to pay the flagman
and which could not reasonably be avoided by the Railroad Company by assignment of such flagman to other work , even though the
Colttrartor may not be working during such time.
Setttion 2. LTMITAT10N. AND , LBORDTNATTON OF,IGHTS [:RANTED
a. The foregoing great of right is subject and subordinate to the prior and continuing right and obligation of the Railroad
to (use and maintain its entire property including the right and power of the Railroad to construct, maintain, repair, renew, use, operate,
change, modify or relocate railroad tracks, roadways, signal, communication, fiber optics, or other wpelines, pipelines and other facilities
upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by to Railroad without
hahility to the Licensee or to any other party for compensation or dampges.
b. The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees
of the Railroad's property, and others) and the right of the Railroad to renew and extend the same, and is made without covenant of title
or nor quiet enjoyment.
Seletien 3. NO TNTERFERRNCLWITH RAILROAivs OPRRATION.
No work performed by Contractor shall cause any interference with the constant continuous and uninterrupted use of the tracks,
prbperty and facilities of the Railroad its lessees, licensees or others, Unless specifically permitted under this agreement. er apeeificntly
authorized in advance by the Railroad Representative. Nothing shall be done or suffered to be done by the Contractor at any time that
1
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wquld in any mariner impair rte safety thereof. When not in use, Contractor's machinery and materials shall be kept at least 50 feet from
tb$ eenterline of Railroad's neatest track, and there shall be no vehicular crossings of Railroad's tracks except at 'Misting open public
Inge.
"ion 4, MECHANIC'S LIENS.
The Contractor shall pay in fop all pentane who perform labor or provide materials for the work to be performed by Contractor.
T1 a Contractor shall not create, permit or suffer any mechanic's or materialnen's liens of any kind or nature to be created or enforced
ag'sinst any property of the Railroad for any such work performed. The Contractor shall indemnity and hold harmless the Railroad from
Nil against any and all liens claims, demands, coats or expenses of whatsoever nature in any way connected with or growing out of such
work done, labor performed, or materials fumiahed
Sdction 5, pROTECTION OF FIRER OPTIC CABLE SYSTEMS.
a. Fiber optic cable systems may be buried on the Railroad's property. Protection of the fiber optic cable systems is of
extreme importance since any break could disrupt service to users resulting its business interruption and loss of revenue and profits.
Connector shall telephone the Railroad at 1 - 000 - 336 - 9193 (a 24 -hour namber) to determine if fiber optic cable is buried anywhere on the
Railroad's premises to be used by the Contractor. If it is, Contractor will telephone the telecommunications company(ies) involved,
arrange for a cable locator, make arrangements for relocation or other protection of the fiber optic cable, and will commence no work on
the right of way until all such protection or relocation has been accomplished.
b. In addition to ether indemnity provisions to this Agreement, the Contractor shall indemnify and hold the Railroad
harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and
expenses) arising out of any act or omission of the Contractor, its contractor, agents and/or employees, that causes or contributes to (1)
arty damage to or destruction of any telecoemunications system on Railroad's property, and/or (2) any injury to or death of any person
eroployed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Railroad's property.
Ctpneractor shall ear have or seek recourse against Railrued for any claim or cause of action for alleged loss of profits or revenue or lost
ofl service or other consequential damage to a telecommunication company using Railroad's property or a customer or user of services of
the fiber optic cable on Railroads property.
S 6. COMPLIANCE WITpt LAWS.
In the prosecution of the work covered by this agreement, the Contractor shall secure any and all necessary permits and shall
cqmply with all applicable federal, state and local laws, regulations and enactments affecting the work. The Contractor shall use only such
mkthods as are consistent with safety, both as concerns the Contractor, the Contractor's agents and employees, the officers, agents,
employees and property of the Railroad and the public in general. The Contractor (without limiting the generality of the foregoing) shall
comply with all applicable state and federal occupational safety and health acts and regulations. All Federal Railroad Administration
rc gelation shall be followed when work is performed on the Railroad's property, If any failure by the Contractor to comply with any such
laws. regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against the Railroad,
thk Contractor shall reimburse and indemnify the Railroad for any such fine, penalty, cost, or charge, including Without limitation
attorneys' fees, court costs and expenses. The Contractor further agrees in the event of any such action. upon notice thereof being provided
by the Railroad, to defend such action free of cost, charge. or expense to the Railroad.
Section 1. SAFETY INSTRUCTIO ,
Felder Ne.;1116 -13
Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the Work pursuant
to this agreement. As reinforcement and in furtherance of overall safety measures to be observed by the Contractor (and not by way of
lit)iitation), the following special safety roles shall be followed:
a. The Contractor shall heap the job site free from safety and health hazards and ensure that its employees are competent
and adequately trained in all safety ertd health aspects of the job - The Contractor shall have proper first aid supplies available
on the job site so that prompt first aid services can be provided to any person that may be injured on the job site. The Contractor
shall promptly notify the Railroad ninny U.S. Occupational Safety and Health Administration reportable injuries occurring to
}
MAR - 24 - 2000 16:03
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co ONTRACTWe ROE 9sa20e
Foam Approved, Avr -Law
any person that may arise during the work perfanned on the job site. The Contractor shall hlNe a non - delegable duty to control
its employees while they are on the job site or any other property of the Railroad to be contain they do not use, be under the
influence of or have in their possession any alcoholic beverage. drug, narcotic or other substance that may inhibit the safe
performance of work by the employee.
b. ees of the Contractor shall be suitably dressed to perform their duties safely and in a manner that will not
i with The employees
w their vision, hearing or free use of their hands or feet only waist length shirts with sleeves and Rottatas that covet
the entire leg are to be wean. If flare- legged trousers are won, the trouser benzene must be tied to prevent catching. The
employees should wear sterdy and protective work boots and at least the following protective equipment
(1) • Protective head gear that meets Amerreen National Standard -Z89.1 -latest reviafoe_ It is suggested that all
herdltats be affixed with Cese actor's or subcontractor's company logo or name.
(2) Eye protection that meets American National Standard for occupational and educational eye and face
protection, 287.1- latest revision. Additional eye protection must be provided to meet specific job situations such as
welding, grinding, burning, etc.; and
(3) Heating protection which affords enough attenuation to give protection from noise levels that will be occurring
on the job site.
c. All heavy equipment provided or leased by die Contractor shall be equipped with audible back -up warning devices.
If in the opinion oftbe Railroad Representative any of Contractor's or any of isubcontractor's Y equipme equipment unsafe f for from use
t
the Railroads tight -of -way, the Contractor, at the request of the Railroad Representative.
Railroad's right-of- -way.
Sedtion S. 1NDENDEMC
a. As used in this Section, "Railroad" includes other railroad companies using the Retilroed'a property at or near the location
of the Contractors installation and their officers, agents, and employees; "Loss" includes loss, damage, claims. demands, actions, causes
izY
of action, penalties, costs, and expenses of whatsoever name, including court costs and attorneys' fees, e Contractor's s sift from: (a) t l uny
to r death of persons whomsoever (including the Railroad's officers, agents, and employees,
cn ployees. as well as any other person);-andier (b) damage to or loss or destruction of property whatsoever (including Conc actor's
property, damage to the roadbed, tracks, equipment, or other property of the Railroad, or property in its care or custody)_
b. As a major inducement and in consideration of the license and permission herein granted, the Contractor agrees to
indemnify and hold harmless the Railroad from any Lose which is due to or arises from any cause and is associated in whole or in part
with the work performed under this agreement, a breach of the agreement or the failure is observe the health and safety provisions herein,
or any activity, omission or negligence arising out of performance or nonperformance of this agreement regardless of whether contributed
to bn part by the negligence or fault of Railroad. However, the Contractor shall not indemnify the Railroad when the Loss is caused by
the sole negligence of the Railroad.
c. Any liability of midge party hereunder to one of its employees under any Workers' Compensation Act or the Federal
Etlmployers' Liability Act shall not be questioned or in any way challenged by the other party, nor shall any jury or court findings resulting
fribm any employee's suit against either party pursuant to any such Act(s) be relied upon or used by either party in any attempt to assert
cdmmon law liability against the other.
Section 9. RESTORATION OF PROPFRTV.
• in the event the Railroad authoriszs the Contractor to take down any fence of the Railroad or in any manner move or disturb and
of the other property of the Railroad in connection with the work to be performed by Contracted, then in that event the Contractor shall
M soon as possible and at Contractier's sole expense, restore such fence and other property to the same condition as the same were in befor
such fence was taken down or such other property was moved or disturbed. The Contractor shall remove all of Contractor's cools
MRR -24 -2000 16:84
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equ
and
CONf.ACrOA S ROC! 9603
Form Approval, AVP4AW
Folder No.:172643
pmeet and materials front Railroad's property promptly upon completion of the work, reaeering Railroad's property to the same state
condition as when Contractor entered thereon.
Senn 10. IY>+w OE RREACR.
condition, commit or agreement herein contained to be kept, 'shamed and
Waiver the by the cto Railroad of the way of any the uent breech
Performed by dne Contractor shall in no way impair the right of the Railroad to avail itself of any Comedy for any aubseq
thereof.
Section 11. ASSiA - 0NT - SUBCONTRACTING.
The Contractor shall not assign, sublet or subcontract this agreement. or any interest therein. without the written consent of the
Railroad and any attempt to so assign, sublet or subcontract without the written consent of the Radioed shad be void. If the Railroad gives
thhe Contractor permission to subcontract ail or any portion of the work herein described, the Contractor Is and shall remain responsible
forjail work of subcontractors end all work of subcontractors shall be governed by the terms of this ay- cemenr.
MAR -24 -2000 16:04
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Folder Ne.:1726413
Contractor shall, at its sole cost and expense, procure and maintain during the life alibis Agreement the following insurance
covrage:
(a) General Liability insurance providing bodily injury including death, personal injury and property damage coemuSe
with a oombined single limit of at least 52,000.0 each occurrence ar claim and an aggregate limit of at least 54,000,000. This
insurance shall contain broad form contractual liability with a separate general aggregate for the project (ISO Form CG 25 03 or
equivalent). Exclusions for explosion, collapse and ttndergrotmd hazard shall be removed. Coverage purchased on a elaims,ru3de
shall provide for at least a two (2) year extended reporting or discovery period if (a) the coverage changes from a claims made
fo to an occurrence form, (b) there is a lapse/cancellation of coverage, or (c) the succeeding claims made policy retroactive date is
different for the expiring policy.
(b) Automobile Liability insurance providing bodily injtvy and property damage coverage with a combined single
limit of at least 52,000,000 each occurrence or claim. This insurance shall cover all motor vehicles including hired and non - owned,
and mobile equipment if excluded from coverage under the general public liabiliry insurance-
(c) Workers' Conlpgpaation insurance covering Contractor's statutory liability under the workers' compensation laws
of the state(s) affected by this Agreement, and Employers' Liability. if such insurance will not cover the liability of Contractor in
stakes that require participation in state workers' compensation fund, Contractor shall comply with the laws of such states. If
Comractor is self - insured, evidence of state approval must be provided.
(d) Railroad Protective Liability insurance naming the Railroad as the insured with a combined single limit of
5E000,000 per occurrence with a 56,000,000 aggregate. The policy shall be broad form coverage for "Physical Damage ro Property"
(150 Form CG 00 35 or equivalent) and include pollution arising out of fuels and lubricants brought to the job site and the SO Fo m CGv 28
311 or equivalent). . • -, d , fin . e e i. .• -- i s ia• ". ,. es
ad w... a
CONTRACTORS ROE eee264
Fan, Approved, AVRLaw
Contractor and its insurers shell endorse the required insurance policy(ies) to waive their right of subrogation against
Railroad. Contractor and its insurers also waive their right of subroeetioa against Railroad for loss of its owned or leased property or
by
*party under its care, custody and control. Contractor's ce shaprovide e shl p with thtresp and shall name ce carried
as an
Railroad_ The policy(ies) required under (a) and (b)
additional insured.
Prior to commencing the Work, Contractor shall furnish to Railroad certificate(s) of insurance evidencing the required
c verage and endorsements and upon request, a certified duplicate original of any required policy. The certificate(s) shall contain a
provision that obligates the insurance eompany(ies) issuing such policy(ies) to notify Railroad in writing of any material alteration
i4chtding any change in the retroactive date in any "claims -made" policies or substantial reduction of aggregate limits, if such limits
apply, or any cancellation at least thirty (30) days prior thereto.
The insurance policy(ies) shall be written by a reputable insurance company(ies) acceptable to Railroad or with a current
Best's Insurance Guide Rating of B and Class Vii or better, and authorized to do business in the state(s) in which the Job Sitc is
lbcated.
Contractor WARRANTS that this Agreement has been thoroughly reviewed by Contractor's insurance agent(s)/broker(s).
tkho have been instructed by Contractor to procure the insurance coverage required by this Agreement.
•
If Contractor fails to procure and maintain insurance as required, Railroad may elect to do so at the cost of Contractor.
MAR -24 - 2088 16:85
Exhibit A -1
UNION PACIFIC RAILROAD
CONTRACT INSURANCE REQUIREMENTS
Third party Contractors Right Of Entry Agreement
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MAR 24 '00 14:29 FR IiPRR COW AND R/E
Fotder No :17E6a3
I COFMU CTOR'S Ram91 20'
Form Appian& AYF-W+
The fact that h the I8 Hability of Contracro.
e is obtained by Contractor shall not be deemed to release or diminish lia al by Contractor,
o no[
in4dm{, without Limitation, liability under the indemnity Provisions of this Ai rnent Dem$B�
be Unshed by the mount of the roquired insurance coverage.
MAR -24 -2000 16:05
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ESTIMATE of MATERIAL AND TORO ACCOUNT Wes { {$ {T L
,Y TSZ
UNION PACIFIC RAILROAD EX
DES IPTION OF WORK:
INS ALL GRADE CROSSING PREDICTOR AND UPDAT$ CIRCUITS AT CR 172 IN
AO D ROCK TX. SP 163.10 ON T8 AUSTIN SUB.
SIG AL PROO'ECT NANAGER:R•G• O D -B6 7 72 11p A6 FOLLOWS:
RAE OAD TO FERVORS ALL WORK
SI i AL - CITY OF ROUND ROCK - 1001
3 PID: 27856 AWO: 27250
MP,SUBDIO: 163.10, AUSTIN S6RfICE UNIT= 10 CITY: ROUND ROCK STATE: TX
DESCRIPTION QTY UNIT LABOR MATERIAL RECOLL UPRR TOTAL
ENG NEERING WORK
ENGI RING
LABOR DITIVE
SIG- XNG
TOTAL ENGINEERING
SIGNAL WORK
MATL STORE EXPENSE
SIGNAL
BILL PREP
EQUIPMENT RENTAL
FOREIGN LINE FREIGHT
LABOR ADDITIVE
PERSONAL EXPENSES
SIG -HWY XNG
TRANSPORTATION CHARGES
USAGE EQUIPMENT
WX ZONE TRAFFIC CONTROL
TOTAL SIGNAL
CCP 12 1og2 14;12
MAR -24 -2000 16:05
5900 5900
5900 5207 5207
5207
1137 1137 1137
12244
12244 12244
1689 1689 1689
3/785 33785 33785
1557 1557 1557
4825 4825 4825
6B0 680 680
5753 5753 5753
8300 4300 -4300
7774 7774 7774
2828 2828 2828
2504 2504 2504
1750 1750 1750
15084 52361 67445 67445
OR/MATERIAL EXPENSE 27328 52361 79689 0
RE OLLECTIBLE /UPRR EXPENSE 79689
ES IMATED PROJECT COST 0
E STING REUSEASLE MATERIAL CREDIT 500
SALVAGE NONUSEABLE MATERIAL CREDIT
REOLLECTIBLE LESS CREDITS 79189
[NE ABbVE FIGURES ARE ESTIMATES ONLY AND SUBJECT TO FLUCTUATION. IN THE EVENT OF
kft PRR FOR N COSTS REQUIRED,
AT THE CURRENT EFFECTIVE RATE.
512 218 3242 97%
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** TOTRL PRGE.15 **
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