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R-2016-3904 - 11/10/2016 RESOLUTION NO. R-2016-3904 WHEREAS, in connection with the Burnet Street Quiet Zone Project, the City of Round Rock ("City") desires to upgrade the existing grade crossing protection devices located on the Union Pacific Railroad Company's property (DOT No. 43968913) at Mile Post 161.26, and as shown on Exhibit "A" of the Public Highway At-Grade Crossing and Advanced Signal Agreement, and WHEREAS, the City wishes to enter into a Public Highway At-Grade Crossing and Advanced Signal Agreement with Union Pacific Railroad Company,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 a Public Highway At-Grade Crossing and Advanced Signal Agreement with Union Pacific Railroad Company, a copy of same being attached hereto as Exhibit"A" 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. RESOLVED this 10th day of November, 2016. T City of Round Rock, exas � ATTEST: G- SARA L. WHITE, City Clerk 0112.1604;00366736 EXHIBIT UPRR Folder No. 2984-58 "A„ PUBLIC HIGHWAY AT-GRADE CROSSING AND ADVANCED SIGNAL AGREEMENT BETWEEN UNION PACIFIC RAILROAD COMPANY AND CITY OF ROUND ROCK COVERING THE INSTALLATION OF CROSSING PROTECTION DEVICES (DOT NO. 439689B) AT RAILROAD MILE POST 161.26 AUSTIN SUBDIVISION AT OR NEAR ROUND ROCK, WILLIAMSON COUNTY, TEXAS UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° UPRR Folder No.: 2984-58 UPRR Audit No.: PUBLIC HIGHWAY AT-GRADE CROSSING AND ADVANCED SIGNAL AGREEMENT THIS PUBLIC HIGHWAY AT-GRADE CROSSING AND ADVANCED SIGNAL AGREEMENT (this "Agreement") is made as of the day of , 2016 (the "Effective Date"), by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, with a mailing address at 1400 Douglas Street, MS 1690, Omaha, Nebraska, 68179-1690 (the "Railroad"), and the CITY OF ROUND ROCK, a Texas municipal corporation with a mailing address at 2008 Enterprise Dr, Transportation Services, Round Rock TX , 78664 (the "Political Body"). RECITALS: Presently, the Political Body utilizes the Railroad's property for the existing St. N Burnet Street at-grade public road crossing, DOT No. 439689B, at Railroad's Mile Post 161.26 on its Austin Subdivision, in or near Round Rock, Williamson County, Texas (hereinafter the "Roadway"), as such area is generally shown on the railroad location print marked Exhibit A, attached hereto and hereby made a part hereof. Such area where the Roadway crosses a portion of the Railroad's right of way is hereinafter referred to as the "Crossing Area". The Political Body has requested the Railroad's cooperation in connection with upgrading the existing grade crossing protection devices at the Crossing Area, at least in part, in furtherance of the Public Body's creation or use of a "Quiet Zone" in accordance with Part 222 of Title 49 of the Code of Federal Regulations (49 CFR s.222.1 et seq.), including the installation, use, maintenance, and repair of four quad gates with loop detection circuits, new constant warning technology, gates, and lights (including installation of 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) (collectively, the "Quad Gates Facility") for the Crossing Area (the "Project"). The Project and said work is to be done at the sole expense of Political Body. The Railroad is willing to cooperate with the Political Body in facilitating the Project, and has agreed to perform the Work (hereinafter defined), subject to the terms and conditions of this Agreement. The Railroad and the Political Body desire to enter into this Agreement to set forth their understanding and agreement with respect to the Project and the Crossing Area. AGREEMENT: NOW THEREFORE, in consideration of the premises and of the promises and conditions File Reference Page 1 of 10 Date UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° hereinafter set forth, the parties hereto agree as follows: SECTION 1. LIST OF EXHIBITS. The exhibits below are attached hereto and hereby made a part hereof. Exhibit A Railroad Location Print Exhibit B Railroad Front Sheet—Design Schematic Exhibit C Railroad's General Terms and Conditions Exhibit D Railroad's Material and Force Account Estimate Exhibit E Railroad's Form of Contractor's Right of Entry Agreement SECTION 2. SCOPE OF WORK TO BE PERFORMED BY THE RAILROAD. The Railroad, at Political Body's expense, shall furnish all labor, material, equipment,and supervision for the following work in connection with the Project (collectively, the "Work"), to wit: • Installation of the Quad Gates Facility within the Crossing Area in accordance with the design schematic marked Exhibit B, hereto attached and hereby made a part hereof(the "Designs"); • Preparation of the Designs (and any changes or modification to the Designs, if approved by Railroad in its sole discretion); • Installation of the necessary relays and other materials required to interconnect and coordinate the operation of the Quad Gates Facility in accordance with the Designs. If additional Railroad signal activation circuitry is required at the crossing to properly activate the Quad Gates Facility and the signalization at such crossing then, in accordance with 49 CFR Part 222, the Railroad will install such circuitry, at the sole cost and expense of the Political Body; • The Railroad will install, own, maintain and repair, at the Political Body's sole cost and expense, all components within the Railroad's signal crossing cabin necessary for the interconnection, including without limitation, relays, wiring and terminal connections. The Railroad will not install, own, maintain or repair any interconnect cables provided by the Political Body. • Engineering; and • Flagging. SECTION 3. CROSSING AREA RIGHTS AND TERMS. For avoidance of doubt the Railroad and Political Body desire to clarify the terms and conditions that govern the Roadway and the Crossing Area. To that end: (i) Railroad, subject to the terms and conditions of this Agreement, hereby grants and confirms to the Political Body the right to reconstruct, use, maintain, repair, and renew the Roadway and any and all appurtenances or improvements related thereto over and across the Crossing Area; and (ii) the General Terms and Conditions marked Exhibit C, are attached hereto and hereby made a part hereof. Page 2 of 8 UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° SECTION 4. POLITICAL BODY'S SOLE FINANCIAL RESPONSIBILITY FOR THE WORK AND PROJECT. A. The Political Body shall be solely responsible for all costs and expenses associated with the Work and/or the Project or required to facilitate and implement the Quad Gates Facility, including without limitation, all costs and expenses incurred by the Railroad in connection with the Work and/or the Project. B. The Political Body shall pay and fully reimburse the Railroad for any and all costs and expenses incurred by the Railroad in connection with the Work and/or the Project, including without limitation,those costs and expenses more particularly set forth in this Agreement. SECTION 5. PAYMENTS BY THE POLITICAL BODY TO THE RAILROAD. A. On the Effective Date, the Political Body shall advance to Railroad FIVE HUNDRED FORTY ONE THOUSAND FIVE HUNDRED FIFTY AND N01100 DOLLARS ($541,550.00) (the "Estimate"), which Estimate is equal to the sum of the amounts described in the Railroad's Material and Force Account Estimate, included on Exhibit D, attached hereto and hereby made a part hereof. The Political Body shall be responsible for any and all costs and expenses incurred by the Railroad in connection with the Project, including without limitation, all of Railroad's overhead and indirect construction costs in the Railroad's standard additive rates, without regard to whether such amounts exceed the Estimate. B. The Political Body acknowledges that the Estimate may not include a complete estimate of flagging or other protective service costs that may be provided by the Railroad in connection with the Project. All such flagging or other protective services shall be at the Political Body's sole cost and expense, and the Railroad (or a third party provider) may invoice the Political Body separately for these services. C. If at any time during the Project, Railroad determines that the actual cost of the Work to be performed by the Railroad will likely exceed the total amount set forth in the Estimate,the Railroad may request additional funds for the projected or actual additional costs in connection with such Work. Within sixty (60) days after receipt of a request for any additional funds, the Political Body shall notify the Railroad in writing whether it agrees to pay the additional amounts. If the Political Body agrees to pay such amounts, then the writing evidencing such agreement shall become part of this Agreement. If the Political Body fails to pay the total amount set forth in the Estimate within the timeframe set forth herein, or if the Political Body does not agree to advance additional funds or fails to timely notify the Railroad of its decision regarding its obligation to advance additional funds in connection with the Railroad's portion of the Work, then such failure to timely pay or agree to pay the amounts associated with the Railroad's portion of the Work as required hereunder shall be deemed a material breach under Section 12B below. D. If the Railroad has overestimated the cost of the Work and the actual cost for the Railroad's portion of the Work is less than the total amount paid to the Railroad by the Political Body under the Estimate, then the Railroad shall, within one hundred twenty (120) days after Page 3 of 8 UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° completion of the Project, refund to the Political Body an amount equal to difference between the amount paid by the Political Body pursuant to the Estimate and the actual cost for the Railroad's portion of the Work. E. Also on the Effective Date, the Political Body agrees to pay to Railroad the sum of TWO HUNDRED TWELEVE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($212,500.00) as advanced payment for Railroad's maintenance of the railroad crossing warning for the next twenty (20) years. On or before the date that is the twentieth anniversary of the Effective Date ("Twenty Year Anniversary Date"), as well as on the anniversary date of each subsequent one year period, a new, annual, fee will be calculated for signal maintenance. This new annual fee will be determined by the Railroad and will be based on the then-current number of signal units at the Crossing Area, and the per unit amount will be determined at a rate based on the American Association of Railroad's (AAR) signal unit cost index. The Political Body shall pay to the Railroad such new annual maintenance fees and such changes in the maintenance fee may be made by the Railroad by means of automatic adjustment in billing. Such new annual fees calculated after the Twenty Year Anniversary Date may be re- determined by the Railroad at any time subsequent to the expiration of five (5) years following the date on which such annual fee was last determined or established. Such changes in the maintenance fee may be made by means of automatic adjustment in billing. F. All payments to be made by the Political Body to the Railroad under this Agreement that do not otherwise have a specific date of payment set forth in this Agreement, shall be made within thirty (30) days after the Railroad's submittal of invoices to the Political Body. Interest on any overdue amounts shall be at prime plus two percent (2%), unless a lesser rate is required by state law(and in that event,the applicable interest rate shall be the highest rate allowable by state law). G. The Railroad, for the period of three (3) years after completion of the Work, will maintain all books, papers, accounting records and other documentation relating to costs incurred under this Agreement and will make such materials available to the Political Body or its duly authorized representatives for review and inspection at the Railroad's headquarters building in Omaha,Nebraska, on reasonable prior notice and during regular business hours. SECTION 6. SOUNDING OF LOCOMOTIVE HORNS. The Railroad's rights and duties regarding the sounding of the locomotive horns at the Crossing Area shall be as set out in 49 CFR Part 222, and by other applicable law. Nothing contained in this Agreement shall be construed to alter such rights and duties. SECTION 7. OTHER RESPONSIBILITIES AND OBLIGATIONS OF THE POLITICAL BODY WITH RESPECT TO THE WORK AND THE PROJECT. A. The Political Body shall comply with all applicable laws with respect to the Quad Gates Facility and the Project, including, but not limited to, 49 CFR Part 222. The Political Body Page 4 of 8 UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° shall comply with all applicable Federal Railroad Administration ("FRA") regulations and requirements with respect to the Quad Gates Facility. B. Costs and expenses associated with or resulting from any relocation of the Quad Gates Facility, including without limitation any relocation work that results from track alignment changes, new track construction, signal upgrades, or from any work implemented in the discretion of the Railroad, or resulting from the Railroad's business needs or the requirements of an administrative agency, shall be at the Political Body's sole cost and expense. The Railroad shall provide reasonable prior notification of such relocation or other work. SECTION S. PROTECTIVE MEASURES FOR CROSSING WORK. The Political Body, at its sole cost and expense, shall, if applicable, (i) provide traffic control, barricades, and all detour signing for the Project and/or Work; (ii) provide all labor, material and equipment to install any concrete or asphalt street approaches and highway traffic control signals; and (iii) install advanced warning signs, and, if required, pavement markings, in compliance and conformance with the Manual on Uniform Traffic Control Devices. SECTION 9. SUCCESSORS AND ASSIGNS; ASSIGNMENT. Covenants herein shall inure to or bind each party's successors and assigns; provided, however, that no right of the Political Body shall be transferred or assigned, either voluntarily or involuntarily, except by express prior written consent of the Railroad. SECTION 10. LIABILITY AND INDEMNITY FOR PROJECT AND WORK. A. Cooperation in Defense. The Political Body and the Railroad agree to cooperate, as necessary, in defense of any claim, demand, investigation or litigation arising out of or related to this Agreement,the Work, the Project or the Quad Gates Facility. B. Definition of Losses. The term "Losses" shall include all damages, costs, expenses, attorneys' fees, other fees, or liabilities of any nature whatsoever, in any way related to or arising out of, any actual or alleged violation of law, order, or regulation; damage to any property, the environment or to natural resources; bodily injury or death of any person; or the breach of any contract. C. INDEMNITY OBLIGATIONS OF THE POLITICAL BODY. (i) TO THE EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 10C(ii) BELOW, THE POLITICAL BODY SHALL FULLY INDEMNIFY AND HOLD THE RAILROAD HARMLESS, AND DEFEND THE RAILROAD AGAINST ANY AND ALL LIABILITY, CLAIMS, SUITS, DEMANDS, AND LOSSES ARISING FROM THE POLITICAL BODY'S ACTS OR OMISSIONS OR FAULT RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE WORK, THE PROJECT OR THE QUAD GATES FACILITY. (ii) NOTHING CONTAINED IN THIS SECTION OR ANY OTHER PART OF THIS AGREEMENT SHALL BE CONSTRUED TO CONSTITUTE AN Page 5 of 8 UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° AGREEMENT OR OBLIGATION OF THE POLITICAL BODY TO INDEMNIFY THE RAILROAD AGAINST LIABILITY OR LOSSES TO THE EXTENT ARISING FROM THE RAILROAD'S OWN ACTS OR OMISSIONS OR FAULT. D. If the Railroad notifies the Political Body of a claim for indemnification, the Political Body shall respond in writing within thirty (30) days after notification by the Railroad, unequivocally accepting the Railroad's demand and undertaking to indemnify the Railroad, or, if the Political Body rejects the demand, the Political Body shall state specifically the grounds for rejection. SECTION 11. ENFORCEABILITY AND CHOICE OF LAW. UNLESS OTHERWISE PREEMPTED BY APPLICABLE FEDERAL LAWS, RULES AND REGULATIONS, THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. SECTION 12. EFFECTIVE DATE; TERM; TERMINATION. This Agreement shall be in full force and effect until terminated pursuant to the terms and conditions set forth in this Agreement or until it otherwise is terminated in accordance with law. A. This Agreement immediately and automatically shall terminate if the Political Body is in material breach of any express or implied term of or obligation of 11 C of this Agreement, the Railroad notifies the Political Body of the breach, and the Political Body fails to fully cure such breach within thirty (30) days after notice is given. If such breach is not timely cured in accordance herewith, such termination shall be effective at 12:01 a.m. of the 31" day after notice. A "material breach" under this Section 12A exists, without limitation, if the following occurs: the Political Body fails or without legal justification refuses to undertake the defense of or to indemnify the Railroad upon written demand by the Railroad or to fully defend and indemnify the Railroad, when it is required to do so under Section I OC. B. This Agreement immediately and automatically shall terminate if either party is in material breach of any express or implied term or obligation of this Agreement other than those described in Section 12A above, the other party notifies the breaching party of the breach, and the breaching party fails to fully cure such breach within sixty (60) days after notice is given. If such breach is not timely cured in accordance herewith, the termination shall be effective at 12:01 a.m. of the 61St day after notice. A "material breach" under this Section 12B exists,without limitation, if the following occurs: (i) The Political Body fails or refuses to comply with FRA regulations, including, but not limited to, 49 CFR Part 222 or any amendments thereto. (ii) The Political Body fails or refuses to pay: (i) the amount set forth in the Estimate or to advance any additional amounts requested by Railroad in accordance with Section Page 6 of 8 UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° 5, and/or (ii) the initial maintenance fee set forth in Section 5E or any annual signal maintenance fee(s) after the Twenty Year Anniversary Date in accordance with Section 5E, and/or (iii) any other fees, charges or payments due the Railroad under this Agreement. (iii) The Political Body fails or refuses to comply with the terms or conditions of Section 7. C. Upon termination, the Railroad shall instruct its engineers to resume sounding the locomotive horns at the crossings in accordance with the Railroad's operating rules and Railroad will cease to have any obligations to Political Body pursuant to this Agreement except for any obligations which expressly survive termination pursuant to the terms of this Agreement. D. Termination of this Agreement shall not excuse the Political Body from fully complying with all obligations and satisfying all liabilities and making all payments that have accrued prior to the termination date. SECTION 13. FEDERAL FUNDING. If the Political Body will be receiving any federal funds for the Project, the Political Body agrees that it is solely responsible for performing and completing all requirements, including without limitation reporting requirements, in connection with the Project and receipt of any such funding and that the Railroad shall not have any responsibility in connection with the same. The Political Body also confirms and acknowledges that (A) the Railroad shall provide to the Political Body the Railroad's standard and customary billing for expenses incurred by the Railroad for the Project including the Railroad's standard and customary documentation to support such billing and (B) such standard and customary billing and documentation from the Railroad provides the information needed by the Political Body to perform and complete any such reporting requirements in connection with any federal funding. The Railroad confirms that the Political Body shall have the right to audit the Railroad's billing and documentation for the Project. SECTION 14. FUTURE PROJECTS. Future projects involving substantial maintenance, repair, reconstruction, renewal and/or demolition of the Crossing Area and/or Roadway shall not commence until the Railroad and the Political Body agree on the plans for such future projects, cost allocations, right of entry terms and conditions and temporary construction rights, terms, and conditions. SECTION 15. AUTHORIZATION OF THE POLITICAL BODY. The Political Body shall, when returning this Agreement to the Railroad (signed), cause same to be accompanied by such Order, Resolution, or Ordinance of the governing body of the Political Body, passed and approved as by law prescribed, and duly certified, evidencing the authority of the person executing this Agreement on behalf of the Political Body with the power so to do, and which also will certify that funds have been appropriated and are available for the payment of any sums herein agreed to be paid by the Political Body. Page 7of8 UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° SECTION 16. MODIFICATION; ENTIRE AGREEMENT; RULES OF CONSTRUCTION; AND SEVERABILITY. No waiver, modification or amendment of this Agreement shall be of any force or effect unless made in writing, signed by the Political Body and the Railroad and specifying with particularity the nature and extent of such waiver, modification or amendment. Any waiver by the Railroad of any default by the Political Body shall not affect or impair any right arising from any subsequent default. This Agreement (including the exhibits attached hereto and made a part hereof) constitute the entire understanding between the Political Body and the Railroad with respect to the Project, Roadway, and Crossing Area, and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral with respect thereto. This Agreement shall be construed without regard to who drafted or initiated the drafting of all or any provisions of this Agreement. Each of the parties is sophisticated in the matters at issue here, and each relies on its own expertise and its own officers', managers' and attorneys' advice. Neither party relied on any representations by the other party or on the other party's expertise or advice in entering into this Agreement. In the event any portion of this Agreement is deemed void or unenforceable, this will not void or render unenforceable any other provision hereof, and the voided or unenforceable portion shall be deemed severed from the rest of this Agreement and the remaining Agreement shall continue to be enforceable. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date. UNION PACIFIC RAILROAD COMPANY,a Delaware corporation By: Name: Title: CITY OF ROUND ROCK By: Name: Title: Page 8 of 8 EXHIBIT A To Public Highway At-Grade Crossing and Advanced Signal Agreement Cover Sheet for the Railroad Location Print N w� �Fr EXHIBIT "A" s RAILROAD LOCATION PRINT FOR AN EXISTING AT GRADE PUBLIC ROAD CROSSING AGREEMENT A i d M� F,r ,. a DOT No.439689B r< " M.P. 161.26 Austin Subdivision Round Rock,Williamson County,TX At Grade Public Road Crossing. t ,4 UNION PACIFIC RAILROAD COMPANY AUSTIN SUBDIVISION RAILROAD MILE POST 161.26 ROUND ROCK,WILLIAMSON COUNTY,'I'EXAS To accompany an agreement with THE CITY OF ROUND ROCK AND ITS CONTRACTOR covering an At Gradc Public Road Crossing. Folder No.29,84-58 Date:April 12,2016 WARNING IN ALL OCCASIONS,U.P.COMMUNICATIONS DEPARTNW-NT N1UST BE CONTACTED IN ADVANCE OF ANY WORK TO DGTURNIINL'EXISTENCE AND LOCATION 01:FIBER OPTIC CABLE: IIIIONE: 1-(800)336-9193 Exhibit A Railroad Location Print EXHIBIT B To Public Highway At-Grade Crossing and Advanced Signal Agreement Cover Sheet for the Railroad's Front Sheet—Design Schematic --------------- .3 TOWER:.^5 14Q9• PR:ME WARNING TIM= = 27 SECGNGS 2S•s-� .J r_c _ c 70 MPJ! 1.409'22-5 v yTJ SEG i 610:tst i 3.247.25-.-2EC.TJ 5=G a 7C HPiE. LS:QI.tiY.t Cax 3J87.24_.5. 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PR�cRO TSLA�7 W;RES CC�t�c'TICnS 6J D'S7AN".£ICN 3z7WEEN aC•;AExT LC0P5 FOR fR+£ ' aaE a M.;NIM:IM S + EDGE OF RCaO WnrTOF TW IC MST VQ7 E"EEO!Y. i REFER TO I.?STAn:..RO DWG FCR Qy,•^•Cv CFCUt:JI CF? 7J YAXr t; LOOP AREA YCT TC EXCEEC Su SOf1ARE FI_7• PORTABLE GENERATOR EX7ENS'CY COSG1 OFFSE,AVO iStA�OISTA�SI EJ MAXi.L-rE)C-M OF THE LSxVCEST$I0..OF 4 LC7 PM 24Cv TO Z.QV 19 PRCV:CEC AS We" 10[?E V_91FIcQ aY FEELO CA;_£i:.Btt_aTICN '�'�'�—•EM SwYI�T N20rH]2a'>. AS a 123V TO 24CV A3AP.ER- CAPL-c x0.5 7C h='A U-GZ.T.i VUS:TO M.P.t61.B1 --z EO>5 LCC- -NEW $ HE E�r A..•ww, I .�..•..uN .w cr. f xr�s UNION PACIFIC RAIE.RA3D g �-rx-Lsm s� m "¢'��s °( ^--- av ROUND ROCK.TEXAS Wr .Q.f:,••� I.:rDtt.aitKn WST LCYL•.Mx):Nis sh7Cal R1 NuC.y{Tr�E( 7 y nasi ccw_e+ �sia�( Q� M yx^n�'x Np NORTH EuRXZTT STREET , �r.a,.•wt`;Q cxst :at.t r I :Saw.cmN AUSTINSUBDIVISION • N. ,.......�---•----------------------- acE w. EXHIBIT C To Public Highway At-Grade Crossing and Advanced Signal Agreement Cover Sheet for the General Terms and Conditions UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° EXHIBIT C TO PUBLIC HIGHWAY AT-GRADE CROSSING AND ADVANCED SIGNAL AGREEMENT GENERAL TERMS AND CONDITIONS SECTION 1. CONDITIONS AND COVENANTS A. The Railroad makes no covenant or warranty of title for quiet possession or against encumbrances. The Political Body shall not use or permit use of the Crossing Area for any purposes other than those described in this Agreement. Without limiting the foregoing, the Political Body shall not use or permit use of the Crossing Area for railroad purposes, or for gas, oil or gasoline pipe lines. Any lines constructed on the Railroad's property by or under authority of the Political Body for the purpose of conveying electric power or communications incidental to the Political Body's use of the property for highway purposes shall be constructed in accordance with specifications and requirements of the Railroad, and in such manner as not adversely to affect communication or signal lines of the Railroad or its licensees now or hereafter located upon said property. No nonparty shall be admitted by the Political Body to use or occupy any part of the Railroad's property without the Railroad's written consent. Nothing herein shall obligate the Railroad to give such consent. B. The Railroad reserves the right to cross the Crossing Area with such railroad tracks as may be required for its convenience or purposes. In the event the Railroad shall place additional tracks upon the Crossing Area, the Political Body shall, at its sole cost and expense, modify the Roadway to conform with all tracks within the Crossing Area. C. The rights of Political Body to the Crossing Area as set forth herein are subject to any existing encumbrances and rights (whether public or private), recorded or unrecorded, and also to any renewals thereof. The Political Body shall not damage, destroy or interfere with the property or rights of nonparties in, upon or relating to the Railroad's property, unless the Political Body at its own expense settles with and obtains releases from such nonparties. D. The Railroad reserves the right to use and to grant to others the right to use the Crossing Area for any purpose not inconsistent with the right hereby granted, including, but not by way of limitation, the right to construct, reconstruct, maintain, operate, repair, alter, renew and replace tracks, facilities and appurtenances on the property; and the right to cross the Crossing Area with all kinds of equipment. E. So far as it lawfully may do so, the Political Body will assume, bear and pay all taxes and assessments of whatsoever nature or kind (whether general, local or special) levied or assessed upon or against the Crossing Area, excepting taxes levied upon and against the property as a component part of the Railroad's operating property. F. If any property or rights other than the right hereby granted are necessary for the construction, maintenance and use of the Roadway and its appurtenances, or for the performance of any work in connection with the Project, the Political Body will acquire all such other property and rights at its own expense and without expense to the Railroad. SECTION 2. DEFINITION OF CONTRACTOR. For purposes of this Agreement, the term "Contractor" shall mean the contractor or contractors hired by the Political Body to perform any work to be performed under this Agreement on any portion of the Railroad's property and shall also include the Contractor's subcontractors and the Contractor's and subcontractor's respective employees, officers and agents, and others acting under its or their authority. SECTION 3. CONTRACTOR'S RIGHT OF ENTRY AGREEMENT; INSURANCE. A. Prior to Contractor performing any work within the Crossing Area, including any maintenance and repair work, the Public Body shall require the Contractor to: i. execute the Railroad's then current Contractor's Right of Entry Agreement; ii. obtain the then current insurance required in the Contractor's Right of Entry Agreement; and iii. provide such insurance policies, certificates, binders and/or endorsements to the Railroad. General Terms&Conditions Page 1 of 5 Exhibit C UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA B. The Railroad's current Contractor's Right of Entry Agreement is marked Exhibit E, attached hereto and hereby made a part hereof. The Public Body confirms that it will inform its Contractor that it is required to execute such form of agreement and obtain the required insurance before commencing any work on any Railroad property. Under no circumstances will the Contractor be allowed on the Railroad's property without first executing the Railroad's Contractor's Right of Entry Agreement and obtaining the insurance set forth therein and also providing to the Railroad the insurance policies, binders, certificates and/or endorsements described therein. C. All insurance correspondence, binders, policies, certificates and/or endorsements shall be sent to: Union Pacific Railroad Company Real Estate Department 1400 Douglas Street, Mail Stop 1690 Omaha, NE 68179-1690 UPRR Folder No. 2984-58 D. If the Public Body's own employees will be performing any of the such work, the Public Body may self-insure all or a portion of the insurance coverage, subject to the Railroad's prior review and approval. SECTION 4. INJURY AND DAMAGE TO PROPERTY If the Political Body, in the performance of any work contemplated by this Agreement or by the failure to do or perform anything for which the Political Body is responsible under the provisions of this Agreement, shall injure, damage or destroy any property of the Railroad or of any other person lawfully occupying or using the property of the Railroad, such property shall be replaced or repaired by the Political Body at the Political Body's own expense, or by the Railroad at the expense of the Political Body, and to the satisfaction of the Railroad's Assistant Vice President Engineering- Design. SECTION 5. RAILROAD MAY USE CONTRACTORS TO PERFORM WORK The Railroad may contract for the performance of any of its work by other than the Railroad forces. The Railroad shall notify the Political Body of the contract price within ninety (90) days after it is awarded. Unless the Railroad's work is to be performed on a fixed price basis, the Political Body shall reimburse the Railroad for the amount of the contract. SECTION 6. MAINTENANCE AND REPAIRS A. The Political Body shall, at its sole expense, maintain, repair, and renew, or cause to be maintained, repaired and renewed, the entire Crossing Area and Roadway, except that the portions between the track tie ends and the area extending two (2) feet on either side the track tie ends shall be maintained by and at the expense of the Railroad. B. If, in the future, the Political Body elects to have the surfacing material between the track tie ends, or between tracks if there is more than one railroad track across the Crossing Area, replaced with paving or some surfacing material other than timer planking, the Railroad, at the Political Body's expense, shall install such replacement surfacing, and in the future, to the extent repair or replacement of the surfacing is necessitated by repair or rehabilitation of the Railroad's tracks through the Crossing Area, the Political Body shall bear the expense of such repairs or replacement. SECTION 7. CHANGES IN GRADE If at any time the Railroad shall elect, or be required by competent authority to, raise or lower the grade of all or any portion of the track(s) located within the Crossing Area, the Political Body shall, at its own expense, conform the Roadway to conform with the change of grade of the trackage. SECTION 8. SAFETY MEASURES: PROTECTION OF RAILROAD COMPANY OPERATIONS It is understood and recognized that safety and continuity of the Railroad's operations and communications are General Terms&Conditions Page 2 of 5 Exhibit C UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° 6_ of the utmost importance; and in order that the same may be adequately safeguarded, protected and assured, and in order that accidents may be prevented and avoided, it is agreed with respect to all of said work of the Political Body that the work will be performed in a safe manner and in conformity with the following standards: A. Definitions. All references in this Agreement to the Political Body shall also include the Contractor and their respective officers, agents and employees, and others acting under its or their authority; and all references in this Agreement to work of the Political Body shall include work both within and outside of the Railroad's property. B. Entry on to Railroad's Property by Political Body. If the Political Body's employees need to enter Railroad's property in order to perform an inspection of the Roadway, minor maintenance or other activities, the Political Body shall first provide at least ten (10) working days advance notice to the Railroad Representative. With respect to such entry on to Railroad's property, the Political Body, to the extent permitted by law, agrees to release, defend and indemnify the Railroad from and against any loss, damage, injury, liability, claim, cost or expense incurred by any person including, without limitation, the Political Body's employees, or damage to any property or equipment (collectively the "Loss") that arises from the presence or activities of Political Body's employees on Railroad's property, except to the extent that any Loss is caused by the sole direct negligence of Railroad. C. Flapping. (i) If the Political Body's employees need to enter Railroad's property as provided in Paragraph B above, the Political Body agrees to notify the Railroad Representative at least thirty (30) working days in advance of proposed performance of any work by Political Body in which any person or equipment will be within twenty-five (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 twenty-five (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 twenty-five (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 thirty (30) day notice, the Railroad Representative will determine and inform Political Body whether a flagman need be present and whether Political Body needs to implement any special protective or safety measures. If flagging or other special protective or safety measures are performed by Railroad, Railroad will bill Political Body for such expenses incurred by Railroad. If Railroad performs any flagging, or other special protective or safety measures are performed by Railroad, Political Body agrees that Political Body is not relieved of any of its responsibilities or liabilities set forth in this Agreement. (ii) The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight-hour day for the class of flagmen 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 and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the work is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and 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 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, Political Body shall pay on the basis of the new rates and charges. (iii) Reimbursement to Railroad will be required covering the full eight-hour day during which any flagman is furnished, unless the flagman 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 the flagman following the flagman's assignment to work on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by assignment of such flagman to other work, even though Political Body may not be working during such time. When it becomes necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Political Body must provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a flagman. If five (5) days notice General Terms&Conditions Page 3 of 5 Exhibit C UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° 45_ of cessation is not given, Political Body will still be required to pay flagging charges for the five (5) day notice period required by union agreement to be given to the employee, even though flagging is not required for that period. An additional thirty (30) days notice must then be given to Railroad if flagging services are needed again after such five day cessation notice has been given to Railroad. D. Compliance With Laws. The Political Body shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work. The Political Body shall use only such methods as are consistent with safety, both as concerns the Political Body, the Political Body's agents and employees, the officers, agents, employees and property of the Railroad and the public in general. The Political Body (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 premises. If any failure by the Political Body 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 Political Body shall reimburse, and to the extent it may lawfully do so, indemnify the Railroad for any such fine, penalty, cost, or charge, including without limitation attorneys' fees, court costs and expenses. The Political Body 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. E. No Interference or Delays. The Political Body shall not do, suffer or permit anything which will or may obstruct, endanger, interfere with, hinder or delay maintenance or operation of the Railroad's tracks or facilities, or any communication or signal lines, installations or any appurtenances thereof, or the operations of others lawfully occupying or using the Railroad's property or facilities. F. Supervision. The Political Body, at its own expense, shall adequately police and supervise all work to be performed by the Political Body, and shall not inflict injury to persons or damage to property for the safety of whom or of which the Railroad may be responsible, or to property of the Railroad. G. Suspension of Work. If at any time the Political Body's engineers or the Vice President-Engineering Services of the Railroad or their respective representatives shall be of the opinion that any work of the Political Body is being or is about to be done or prosecuted without due regard and precaution for safety and security, the Political Body shall immediately suspend the work until suitable, adequate and proper protective measures are adopted and provided. H. Removal of Debris. The Political Body shall not cause, suffer or permit material or debris to be deposited or cast upon, or to slide or fall upon any property or facilities of the Railroad; and any such material and debris shall be promptly removed from the Railroad's property by the Political Body at the Political Body's own expense or by the Railroad at the expense of the Political Body. The Political Body shall not cause, suffer or permit any snow to be plowed or cast upon the Railroad's property during snow removal from the Crossing Area. I. Explosives. The Political Body shall not discharge any explosives on or in the vicinity of the Railroad's property without the prior consent of the Railroad's Vice President-Engineering Services, which shall not be given if, in the sole discretion of the Railroad's Vice President-Engineering Services, such discharge would be dangerous or would interfere with the Railroad's property or facilities. For the purposes hereof, the "vicinity of the Railroad's property" shall be deemed to be any place on the Railroad's property or in such close proximity to the Railroad's property that the discharge of explosives could cause injury to the Railroad's employees or other persons, or cause damage to or interference with the facilities or operations on the Railroad's property. The Railroad reserves the right to impose such conditions, restrictions or limitations on the transportation, handling, storage, security and use of explosives as the Railroad, in the Railroad's sole discretion, may deem to be necessary, desirable or appropriate. J. Excavation. The Political Body shall not excavate from existing slopes nor construct new slopes which are excessive and may create hazards of slides or falling rock, or impair or endanger the clearance between existing or new slopes and the tracks of the Railroad. The Political Body shall not do or cause to be done any work which will or may disturb the stability of any area or adversely affect the Railroad's tracks or facilities. The Political Body, at its own expense, shall install and maintain adequate shoring and cribbing for all excavation and/or trenching performed by the Political Body in connection with construction, maintenance or other work. The shoring and cribbing shall be constructed and maintained with materials and in a manner approved by the Railroad's Assistant Vice President Engineering - Design to withstand all stresses likely to be encountered, including any stresses resulting from vibrations caused by the Railroad's operations in the vicinity. General Terms&Conditions Page 4 of 5 Exhibit C UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° K. Drainage. The Political Body, at the Political Body's own expense, shall provide and maintain suitable facilities for draining the Roadway and its appurtenances, and shall not suffer or permit drainage water therefrom to flow or collect upon property of the Railroad. The Political Body, at the Political Body's own expense, shall provide adequate passageway for the waters of any streams, bodies of water and drainage facilities (either natural or artificial, and including water from the Railroad's culvert and drainage facilities), so that said waters may not, because of any facilities or work of the Political Body, be impeded, obstructed, diverted or caused to back up, overflow or damage the property of the Railroad or any part thereof, or property of others. The Political Body shall not obstruct or interfere with existing ditches or drainage facilities. L. Notice. Before commencing any work, the Political Body shall provide or cause the Contractor to provide the advance notice to the Railroad that is required under the Contractor's ROE. M. Fiber Optic Cables. 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. The Political Body shall telephone the Railroad during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday, except holidays) at 1-800-336-9193(also a 24- hour, 7-day number for emergency calls) to determine if fiber optic cable is buried anywhere on the Railroad's property to be used by the Political Body and/or its Contractors. If it is, the Political Body will telephone or shall cause its Contractor to 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 Railroad's property. SECTION 9. INTERIM WARNING DEVICES If at anytime it is determined by a competent authority, by the Political Body, or by agreement between the parties, that new or improved train activated warning devices should be installed at the Crossing Area, the Political Body shall install adequate temporary warning devices or signs and impose appropriate vehicular control measures to protect the motoring public until the new or improved devices have been installed. SECTION 10. OTHER RAILROADS All protective and indemnifying provisions of this Agreement shall inure to the benefit of the Railroad and any other railroad company lawfully using the Railroad's property or facilities. SECTION 11. BOOKS AND RECORDS The books, papers, records and accounts of Railroad, so far as they relate to the items of expense for the materials to be provided by Railroad under the Project, or are associated with the work to be performed by Railroad under this Project, shall be open to inspection and audit at Railroad's offices in Omaha, Nebraska, during normal business hours by the agents and authorized representatives of Political Body for a period of three (3) years following the date of Railroad's last billing sent to Political Body. SECTION 12. ADDITIONAL REMEDIES FOR BREACH OR NONUSE A. If the Political Body shall fail, refuse or neglect to perform and abide by the terms of this Agreement, the Railroad, in addition to any other rights and remedies, may perform any work which in the judgment of the Railroad is necessary to place the Roadway and appurtenances in such condition as will not menace, endanger or interfere with the Railroad's facilities or operations or jeopardize the Railroad's employees; and the Political Body will reimburse the Railroad for the expenses thereof. B. In addition to the terms set forth in Section 12 of this Agreement, nonuse by the Political Body of the Crossing Area for public highway purposes continuing at any time for a period of eighteen (18) months shall, at the option of the Railroad, work a termination of this Agreement and of all rights of the Political Body hereunder. C. The Political Body will surrender peaceable possession of the Crossing Area and Roadway upon any termination of this Agreement. General Terms&Conditions Page 5 Of 5 Exhibit C EXHIBIT D To Public Highway At-Grade Crossing and Advanced Signal Agreement Cover Sheet for the Railroad's Material & Force Account Estimate DA'L'E: 2016-08-2.2 ESTIMA'T'E OF MATERIAL AND FORCE ACCOUNT WORK BY THE UNION PACIFIC RAILROAD THIS ES'T'IMATE GOOD FOR 6 MONTI-IS EXPIRATION DATE IS :2017-02-20 DESCRIPTION OF WORK: INS'T'ALL AUTOMATIC FLASHING LIGHT CROSSING SIGNALS WITH GATES AND EGMS SYSTEM AT ROUND ROCK, TX. N. BURNETT ST. M.P. 161.26 ON THE AUSTIN SUB, DOT 114396898 WORK TO BE PERFORMED BY RAILROAD WITH EXPENSE AS BELOW: SIGNAL - CI'T'Y OF ROUND ROCK - 100'-, ESTIMATED USING FEDERAL LABOR ADDITIVES WITH INDIRECT AND OVERHEAD CONSTRUCTION COST'S - 190.3901 PID: 90866 AWO: 29674 MP,SUBDIV: 161.26, AUSTIN SERVICE UNIT: 12 CITY: ROUND ROCK STATE: TX DESCRIPTION Q'T'Y UNIT LABOR MATERIAL RECOLL UPRR TOTAL ----------- --- ---- ----- -------- ------- ----- - _-- ENGINEERING WORK ENGINEERING 8685 8685 8685 LABOR ADDITIVE 190.39!c 25661 2566:1. 25661 SIG-I-IWY XNG 4021 4821 4821 ------- ------••-- -------- --------- ..------- TOTAL ENGINEERING 391617 39167 39167 , SIGNAL WORK BILL PREP 900 900 900 CONTRACT 11.4 51 11451 11451 EGMS .SYSTEM 49726 49726 49726 LABOR ADDITIVE 190.39% 165893 165893 165893 MA`I'L STORE EXPENSE 53 53 53 METER SERVICE 3000 3000 3000 PERSONAL EXPENSES 39066 39066 39066 RCLW CONTRACT 10012 10012 10012 ROCK/GRAVEL/FILL 3000 3000 3000 SAWCUT/ASPHALT 10000 10000 10000 SIGNAL 86233 114713 200946 200946 'T'RAN.SP/IB/OB/RCLW 8326 832.6 8326 ENVIRONMENTAL PERMIT 3.0 10 10 ------- -------- -••------ -------- --------- TOTAL SIGNAL, 253026 249357 502383 502383 ------- -------- LABOR/MATERIAL EXPENSE 292.193 249357 -------- -------- RICOLLECTIBLL/UPRR EXPENSE 541550 0 ---- ES'T'IMATED PROJECT COST 541550 THE ABOVE FIGURES ARE ESTIMATES ONLY AND SUBJECT TO FLUCTUATION. IN THE EVENT OF AN INCREASE OR DECREASE IN THE COST OR QUANTITY OF MATERIAL OR LABOR REQUIRED, UPRR WILL BILL FOR ACTUAL CONSTRUCTION COSTS AT THE CURRENT EFFECTIVE RATE, PAGE 1 OF 3. ��^ l'�.r}c FORM 30-1 PAGE 01 MOPE WORK ORDER AUTHORIZATION-DETAIL OF ESTIMATE EXP�7DITURES PROD NO: 9OS66 A.14_0. NO: 29674 RAILROAD: iJPRR CO. W.O. NO-- LOCATION: O:LOCATION: AUSTIN SUB B.I. NO: 153MO DEPARTMESERVICE L'N_T: 12 VAL NT: ENGINEERnIG SERVICES I S' : SECS : 4135 ------------------------------------------------------------------------- NSTALL AV ON.ATIC FIASRITNG LIGHT CROSS-TNG SIGNALS i42T7- GATE'S AND EGMS SYSTEM AT RODND RO{, TX. N. BURN£TT ST. M.P. 161 26 ON = AUSTIN SUB. DOT #439689B wOR< TO BE PERFORI✓AED BY RAILROAD WITA EXPENSE AS BELOW: SIGNAL - CITY 0_ ROUND ROCK - 100••°c PAGE 1 OF 10 FORM 30-1 PAGE 02 MORE WORK ORDS i. AUTHORIZATION-D. TAIL OF ESTLMATED BXPEN7D, ITURES PROJ NO: 90866 A.W.O. NO: 29674 RAILROAD: UPRR CO. W.O. NO: LOCATION: AUSTT-N SUB B.I. NO: 15 .V10 DEPARTINT': ENC- 'EERIDSTA:--,z: TX7G SERVICES VAL SEC: 4139 ^---------------------------------------------------------------------------- ------------------------- SCOPE OF WORK --------------------- PROJECT VAL N:.P. M.P. JOINT NUMBER SEC STATE FROM TO SEGMENT FACILITY 90866 4139 TX 161.26 161.81 1750 PAGE 2 OF 10 FORM 30-1 PACE 03 MORE WORK ORDER AUL ORIZATION-DETAIL OF ESTIMATED :EXPENDIT"Ji2ES PROJ NO: 90866 A.W-O. NO: •29674 W.O. NO: RA -1D: SRR CO. B_I. NO: 1SEN10 LOCATION: AUS:IN SUB STAT-E: TX DEPARTMENT: ,NGINEBRING SERVICES VAL SEC: 4139 ------------------------------------------------------------------------------------------------ ------------------------- LABOR PLAN GANG GANG TYPE GANG NUMBER WORK WORK CODE GANG DAYS DIRECT TYP3 DESCRIPTION NER --,X GANG CODE DESCRIPTION ALLOWED LABOR $ ---- ------------ --- ------- ---- ------------ --------- -------- S-GCUS SIGNAL 5 MAN G 0 S 34004 SXG-HW- XNG 38.61 50362.88 SIGCUS• SIGNAL 5 MAN G 0 S 34007 SIG-MTY XN^v 1.00 1304.40 ---------- ----------- SLB-TOTAZ 39.61 51667.28 SIG005 5 PERSON POR S 0 S 34004 SIG-h-wY =,C- 26.50 34566.60 TOTAL 86,233.88 PAGE 3 OF 10 FORM 30-1 PAGE 04 Y- OR: WORK ORDER AUTfORIZATION-DETAIL OF ESTIMATED EXPs^NDITURES PROU NO: 90866 A.W.O. NO: 29674 -RAILROAD: UPRR CO. W.O. NO: LOCATION: AUSTIN SUB B.I. NO: ISEN10 DEPART14ENT: ENGINEERING SERVICES STATE: TX VAL SEC: 4139 --------------------------------------------------------------------- ------------------------- STOCK MATERIAL PLAN -------------------------- IT= ITEM UNIT DIRECT NUMBER DESCRIPTION COST QTY UM MATL $ ---- -------------------------------- ---------- ------ -- ------- 02040540 BATTERY,GNB, 50G19, 472 AH. 258.39 19 EA 4909 02040660 BATTERY,GNB, 50G27, 680 AH. 340.96 6 EA 2046 09010870 CABLE SPLICING {IT, N-3 66.69 10 EA 667 09011240 CABLE TIE, NYLON 1 1/8" MAX. DIA. 0.02 200 =A 4 09011980 CABLE TIn, NYLON 3 1/2" MAX. DIA. 0.18 20 RA 4 09014950 CIRCUIT BRK-R,120/240V 20A 2 POLE 14.65 1 EA 15 09015270 CIRCUIT BREAKER, 120V/240V 20A AC 6.46 1 EA 6 09034550 TAPE, ELECTRICAL BLACK(T:-IB GOOD S 4.37 2 RL 9 09042920 LED POTTER OFF INDICATOR/STROBE 129.53 1 EA 130 09054360 RELAY, GEN-PURPOSE 120V. TAB 856 9.03 1 EA 9 090576SO SOCKEL,P-B 27E122 TAB 836A & 856 2.48 i EA 2 09066900zR-MINAL,SPADE,10-12 WIRE,#8 STUD 0.17 10 EA 2 09137100 TER.V4.LUG 3/16 CABLE-1/4 POST 2412 0.55 20 EA 11 09215100 33466 TERMINAL, RING TONGUE AMP 0.19 44 EA $ 09224750 216-107 TERlMINAL,FERRULE,FOR #10 0.05 20 EA 1 09224800 216-104 TERMINAL, FERRULE, W 0.02 50 EA 1 09260350 TERMINAL,#16-14 #8 SPAD= 0.08 35 EA 3 09261420 321524-1 TSP-MINAL,TEST 16-22 A 1.87 4 3A 7 09261570 321527-1 TERMINAL, TEST 2.20 15 EA 33 09844170 GROUND ROD, 5/8 INC-i X 8 FEET 9.12 14 EA i28 09646750 GRND.ROD CONN. 4WAY ONES-40T. 6.18 14 EA 87 09904000 'rT_IRE, #2 AWG 3 COND 300 FT.SPOOL 5.17 300 LF 1551 09908640 WIRE,#6 A*rJG.1 COND.COPPER,SOLID 1.19 350 LF 417 09912200 WIRE #6 AWG 2 CND SOO'ROLL SHIE=l 1.93 500 LF 965 09912350 WIRE 46 AWG 2 COND 1000 LF.SHIELD 1.88 1000 LF 1880 09913200 WFIREAA6, S COND S00'ROLL SHIELDED 3.66 1000 LF 3660 09915610 WIRE #6 A*AG 1 COND COPPER,BLK,STR 0.77 170 LF 131 09930550 WIRE #10 AWG 1 COND COPPER, STRAN 0.24 2100 LF 504 09932310 WIRE #10 AWG 1 COND COPPER,TWSTPR C.SS 680 LF 374 099€6070 WIR, #14 7 COND 1000'ROLL SHIELDE 1.60 3000 LF 4800 09946:00 WIRE #14, 7 CND 500' ROLL SHIELDE i.64 1000 LF 1640 09960090 WIRE #16 AWG 1 COND COPPER, STRA.N 0.11 800 LF 88 09976180 WIRE,#22,TW.PR. BELDEN #8761 0.17 20 LF 3 13547870 SHEET METAL SCREW, #10 X 1 INCH 3.63 1 BX 4 13552450 SF.EET =AL SCREW,#12 X 3/4" 2.11 2 BX 4 13553150 SEEET m TAL SCRE'rT #12 X 1" 4.34 2 BX 9 17061400 PADLOCK,ST-GNAL,WITHOUT 2 ,AMERIC 15.66 17 EA 266 17061540 PADLOCK, SIGNAL ,MA.XIMIUM SECURITY 18.56 1 EA 19 26175800 CROSSING C"JTOV R PROCEDURES FORMS 2.69 1 EA 3 26175810 CROSSIN3 CUTOVER PROCEDURES MANUA 6.85 1 BA 7 PAGE 4 OF 10 FORM 30-1 PAGE 05 MORE WORK ORDER AUTFORIZATIOIN-DETAIL OF ESTIMATED EXPENDITURES PROS NO.: 90866 A.W.O. NO: 29674 W.O. NO: RAILROAD: UPR_R CO. B.I. NO: 15EN10 LOCATION: AUSTIN SITE STATE: TX D EPAR-DlENT: ENGINEERING SERVICES VAL SEC: 4139 ------------------------------------------------------------------------------------------------ 33013860 OAKUM_, TREATED PLUASER SPUN 10.69 10 LB 107 35040020 PLASTER OF PARIS, #DAP 10308 3.66 1 BX 4 39300710 SIGN, -2 TRACKS- MP STD PAGE 403. 18.21 4 EA 73 39313540 SIGN, EMERGENCY NUMBER SIGN BRACK 12.81 2 EA 26 39313560 SIGN, "ENCRGENCY PHONE AGER 7.91 2 EA 16 39340220 SIGN, HIGHWAY CROSSING,STANDARD 70.16 2 EA _40 39369480 SIGN MOL.TTING KIT 5" 123.00 4 BA 492 39375100 SIGN POST, STEEL 9 FT GALVANIZED 19.43 10 EA 194 52000920 SURGE PROTECTOR SP19-2A TAB 586 61.89 2 EA 124 52001370 SURGE PROTECTOR SP20-2A TAB 585 85.81 2 EA 172 52003630 POWER CABLE, CABIN TO GENERATOR - 80.23 1 EA 80 52005700 BOND P:IRE,7 STRANDS 100 LF. ROLL 1.09 600 LF 654 52016830 WARE DUCT, 2X3 8.70 12 EA 104 52016940 Tn1RE DUCT, 3X3 10.24 5 EA 51 52017510 WT-RE DUCT COVER 21IX6' 1.92 12 EA 23 S2017620 WIRE DUCT COVER 3"X6' 2.79 5 BA 14 52019530 ENCLOSURE,SHUNT,PO:aE MO`UNTMD.24X2 265.98 S EA 1330 52021550 FOUNDATION,4' ,STEEL,FOR FLSE-O2/GAT 375.38 4 EA 1502 520261,00 LOUSE, 8X8. W/CLIMATE CONTROL 9187.36 1 EA 9187 52027350 CLIP BOARD - FOR SIGNAL PRINTS 8.03 1 EA 8 52027430 STP BOX 23.09 1 EA 23 52030010 LIGHTNING ARRESTOR CONN.STRIP 10.97 4 EA 44 S2039210 RRCTIFIER,20EC,12V.T BS75 292.64 1 EA 293 52039390 RECTIFIER, 40EC, 12V. TAB577 409.10 1 EA 409 52068550 TERMINAL, #6 - 5 WIPE - RING TYPE 0.16 55 EA 9 52070010 TERMINAL,-12-10 WIPX,RING TONGUE 0.24 450 EA 108 5207/600 TER.MIN.AL,n20-16 WIRE,RING TONGUE 0.13 150 EA 20 52072280 TERMINAL BLOCK, SIGNAL 2 POST BAK, 4.99 32 EA 160 52072740 TERMIivL BLOCK,SIGNAL 12 POST 6 UN 16.66 1 EA 17 52072960 TERMINAL STRIP, SIGNAL 12 POST 15.84 12 EA 190 52074570 TEST LINK, I" CENTER TO CEN-.ER 1.53 4 EA 6 52074580 TEST LINX. 2-3/8" CENTER TO CENTE 1.89 1 EA 2 52079550 WIR?, TAG, PLASTIC - IN ITE 0.28 100 EA 28 52079560 MARKIING PSN(FOR WHITE TAG) 1.97 1 EA 2 52106830 GATE ASSY.3NTFtANC3,2WAY LIGE-S 7022.00 1 EA 7022 52106840 GATE ASSY.ENTRANCE,2WAY,ISET SIDE 7983.00 1 EA 7983 52108320 FLA.SHER&GATE,QUAD EXIT 1WAY BACK 7183.22 2 EA 14.366 52109370 GATE ARM, AD07.16-32' 415.14 4 EA 1661 52136380 SF. AR BOLT,74GS2W-1,NEG 5.48 4 EA 22 52136480 SHEAR PIN,74GS2W-2,NEG 4.75 4 EA 19 52145130 CROSSING GATE ALIGNMENT ARROWS 1.10 4 PK 4 52200300 EVENT ANALYZER RECORDER (SEARIII) 1888.75 1 EA 1889 52203550 DUMMY LOAD, 200 FT. TAB 644 61.34 1 EA 61 S2203720 DUMMY LOAD, 600 _T. TAB 644 58.41 1 EA 58 52207 150 GRD XING PREDICTR GCP 4000 6TK.,MA 14551.82 1 EA 14552 52245100 RELAX INPUT/OUTPUT. (RIO) MODULE 944.36 2 EA 1889 PAGE 5 OF 10 FORM 30-1 PAGE 06 MORE WORK ORDER AUTriORI2ATION-DETAIL OF ES^zIMATED EXPENDITURES PROD NO: 90866 A.W.O. NO: 29674 W.O. NO: RAILROAD: UPRR CO. B.I. NO: ISENZO LOCATION: AUSTIN SUB STAT£: TX DEPARTMENT: ENGINEERING SERVICES VAL SEC: 4139 ------------------------------------------------------------------------------------------------ 52258590 NBS, TAB 641, 62775-1543 397.85 3 EA 1194 52258850 NBS, TAB 642, 62775-3497 326.81 2 3A 654 52263600 SURGE ARRESTOR,14STER LOOP. 38.08 1 BA 38 52263690 SURGE PANEL - TAB 619 123.32 3 3A 370 52264040 SURGE PANEL - TAB 618 185.02 1 EA 185 52267200 TRANSCEIV-ER NODULE_ FOR GCP 4000 2713.76 4 EA 10855 52276150 SS ]GING CONTROLLER MODULE FOR GCP 1536.17 2 EA 3072 52728800 RELAY, TAB 911, B1LC, A62-310 426.88 2 EA 854 52745830 RELAY, TAB 884, NEJTRAL, A62-277 404.28 12 EA 4851 52776370 RELAY PLUG30.AR.D,GRS BI,TAB 900 30.53 14 EA 427 52777970 FLAG TERMINAL, FOR GRS, 14-10 2.43 200 EA 486 52778110 FLAG TEP,:v11IAL, FOR GRS, 20-16 1.41 200 EA 282 52779280 RELAY TEST TERM,GRS B1 6.39 14 EA 69 53311490 EXTRACTOR FOR "B"TERMINALS P3-308 9.39 1 EA 9 53311510 TEST NUT IWRENC-q. GRS #P3-320 33.14 1 EA 33 53648010 INSULATING CAP & SHIELD ASSY. 2.72 4 EA 11 53783630 ilN'451552-0101 ARRESTER, LOW VOLTA 13.81 11 A 152 53792820 W451552--0201 LIGI?TNLVG ARRESTER 11.43 57 EA 6S2 53903460 EPD 120/240TDFL SURGE PROTECTOR 292.70 1 EA 293 53954500 180429-000 BOOTLEG KIT 55.47 12 EA 666 TOTAL 114,718 PAGE 6 OF 10 FORM 30-1 PAGE 07 MORE WOR{ ORDER AUTHORIZATION-D;TAIL OF ESTIMATED EXPENDITURES PROJ NO: 90666 A.W.O. NO: 29674 RP T:,ROAD: iJPRR CO. W-0. NO:B.I. NO: 15 F..I'u 10 LOCATION: AUSTIN SUB- STATE: TX DEPARTMEIvi: ENGINEERING SERVICES VAI, SEC: 4139 ------------------------------------------------------------------------------------------------ JOB ACCT UNIT TOTAL C11RGABLE TO N0. NO. DESCRIPTION QTY UM COST LABOR MATERIAi, P.I. O.E. OTHER ------------------------ ------- -- ------ --------- --------- --------- --------- --------- WAL SEC: 4139 ! ±** NON JOINT FACILITY **1 ! ! ! ! ! ! ! ! s t 1 ! r c ! ! t ! ± MAIN LINE ** ! ! ! ! ! ! ! ! 1 ! 709 1 ENGINEERING ± ! ! ! 86851 ! ! 1 ! ! SIG-HWY XNG W/C 34001! ! ! ! 4821! ! ! ! '• ! LABOR ADDITIVE 190.397: ! ! ! 25661! ! r t !709-0021-00010 ! 1 JOS TOTAL ! ! ! ! 39167! ! ! ! 39167 6 ! 027 ! SIGNAL ! ! ! ! 114519! ! ! ! ! SIGNS ! ! ! ! ! 1941 ! ! ! ! SIG-:iv.-Y ;MG W/C 340041 325!MD! ! 84929! ! ! 1 ! BILL PREP ! ! ! . ! 900! ± ! SAKCUT/ASPHALT ! ! ! ! ! 10000! ' ! ! METER SERVICE ! ! ! 1 ! 3000! ! S ! ! POCK/GR r3-L/FILL ! ! ! ! ! 3000! ! ! ! ! EGMS SYSTEM! ! ! ± ! ! 49726! ! ! ! ! RCLW CONTRACT ! ! ! ! ! 10012! ! ! ! ! PERSONALEXPENSES ! ! ! ! 390661 ! ! ! ! TRANSP/IB/OB/RCI,W ! ! ! ! ! 8326! ! ! ! ! CON RACT ! ! ! ! ! 11451! ! ! 1 ! MATL STORE EXPENSE ! ! ! ! ! 53! ! ! ! ! LABOR ADDITIVE 190.39a ! ! ! ! 163510! ± ! ! ! ! ± '• ! ! ! '. ! 1709-0021-OOOIO ! ! JOB TOTAL ! ! ! ! 249239! 249347! ! ! 498586 801 ! 709 CITY OF ROUNDROCK SIGNAL ! ± ! ! ! ! ! ! ! SIG-hWY XNG W/C 340071 5l110! ! 1304! 1 ! ! ! ! LABOR ADDITIVE 190.391 ± ± 1 ± 2483! ! ! ! !709-0021-00010 ! JOS TOTAL ! ! ! ! 37871 ! ± 3767 799 ! 709 '. ENVIRONMuNTAL PERMIT ! ! ! ± ! 10! ! ! ---------!---------'---------'---------! --------- ! 1709-0021-00010 ! ! 703 TOTAL ! ! ! ! ! 10! ! ! i0 --- ---- ------------------------ ------- -- ------ --------- --------- --------- --------- --------- PAGE 7 OF 10 FORM 30-1 PAGE 08 MORE WORK ORDER AGikORIZA_ION-DETAIL OF ESTIMATED EXP NDITUR---S PROD NO: 90866 A.W.O. NO: 29674 RAILROAD: UPRR CO. W.O. NO: E.I_ NO15EN10 LOCATION: AJSTIN SUB STATE: : TJnPARTME11i: TX ENG�7EERING SERVICES VAL SEC: 4139 ------------------------------------------------------------------------------------------ JOB ACCT UNIT '"OTA-., CHRGABLE TO NO. NO DEISCRIPTION QTX OM COST LABOR MATERIAL P.I_ O.E. OTHER -- ^--- ------------------------ ------- -- ------ --------- ---------- --------- --------- ! • ! ! _ � t ! ! r ! t t ! ! r r r ! ! t I ! ! ! ! ! ! ! ! ! ! ! t ! 1 ! r f I I ! ! t 1 1 l t 1 1 1 ! ! r r ! r r ! r ! ! ! ! ! ! 1 t t t I 1 S I 7 1 1 I 1 i • ! ! ! 7 1 I i 1 I I 1 1 1 ! 7 1 I I 1 t ( 1 1 I 1 I 1 1 I 1 I I ! t 7 I 1 1 ! I 1 1 ! I t I f ! 1 1 1 I I f 1 ! ! I t ! I ! 1 1 I 1 I I ! r 1 ! ! I I 1 t ! I f ! 1 t ! r I 1 ] 1 I ! 1 l 1 7 I I ! 1 1 I 1 1 ! 1 1 1 1 ! ! ! ! ! ! 1 ! ! 1 1 1 f 1 1 I t r ! 1 1 ! 1 I I I 1 I ! ! r 1 ! ! 1 7 I ! f I ! ! t I 1 I 1 ! I 1 --- ------------------------ ------- -- ------ --------- --------- --------- --------- ! ! - ! '.PROJECT TOTALS 90866 ! ! .t 2921931 2493571 541550 --- ---- ------------------------ ------- -- ------ --------- --------- --------- --------- --------- PAGE 8 OF 10 FORM 30-1 PAGE 09 MORE WORK ORDER AUT:i0-R.IZATION-DETAIL OF ESTIMATED EXPmIDIT'JRES PROD' NO: 90866 A.W.O. NO: 29674 RAILROAD: UP3R CO. W.O. NO: LOCATION: AUSTIIQ SUB S.T. NO: 15EN10 DEPARTMI�i E : ENNE GI ^RING SERVIC=S STATE: Tx VAL SEC: 4139 ^------------------------------------------------- jOB ACCT - UNIT FLR NO, NO. DESCRIPTION TOTAL CGABLE TO ---- ------------ t2T" CM COST LABOR MATERIAL P.I. O.S. OTF� r - - --------- ---------r---------r- ! r r ! ! t r t ! ! ! r r r ! ! ! r ! ! t t r ! ! ! t r ! ACCT 709 SUBTOTAL 541550 • '• !ESTIDdAT3 TOTALS ________>_ ! 2921931 x249357!— ! 541550 =STI:y:ATE- BY: ESRV2=1 CID": 313329 00 TO-AL ESTIMATED EXPENITURES: $541,550 DA1^✓: 08-22-2016 APPROVED BY: APPROVED BY: r-- PAGE 9 OF 10 FORM' 30-2 PAGE 10 LAST WORK ORDEP. AJT.-loRITY-DETAIL OF ESTIMAlTED CREDITS PROJ NO: 90866 A-W.O. NO: 29674 RAILROAD: UP'2T� CO_ W.O. NO: LOCATION: AUSTIN SUS B.I. NO: 1SEN10 DEPARTMENT: ET7GINEERING SERVICES STATE: TX VAL SEC: 4139 ------------------------------- JOS ACCT NO. NO. DESCRIPTION --- ---- -------------------- SALVAGE EDGE R ------- -- ' ------ ------ ---- VALUE --------- --- -- !VsL SEC: 4139 ! , , ! r 900 REST. SIGIUT, ====aea=as=-a=_aav aaeorsaaxx=x==aa.awvaxa=aaaraaaaa==am= _ ____ ESTIMATED CREDIT TO 'RESERVE FOR ROAD PROPERTY TO BE RETIRE) AND aRE?LACED' - ESTIN:ATnD CREDIT TO RESERVE PROPERTY RETIRED AND NOT TO $E REPLACED' $ _ ESTIMATED CREDIT TO 'EQUIPN?NT RETIRED' . .. . .. .••••. $ EST ED C-REDIT TO -••• ... . . . .. . . .. . ... .. .. . . . ...... . . . .. .. . . .. ... . . • • •• ••_• ••• . • • .••• ••• •. .•. $ •e=-mc=xa==aa==ao=aa=asaac===_eaa-c====aaasaa as ESTIMATED BY: ESP.V241 CID#: 313329 000 DATE: 08-22-2016 APPRO'.= BY: APPROV=.p. BY; PAGE 10 OF 10 AREMA UNITSTATEmEN'T Or RAILROAD HIGHWAY GRADE CROSSING SIGNALS ESTIMATED MAINTENANCE COSTS FOR PID #90$GG BUILDINGAM�3tICA° ® BY•rllc UNION PACIFIC RAILROAD STREET N.BURNETT ST. TOWN ROUND ROCK,TX, MILEPOST 161.26 SUBDIVISION AUSTIN AAR/DOT NO, 43968933 WORK ORDERI/ 29674 DESCRIPTION UNIT VALUE QUANTITY UNI'T'S NON-CODED TRK.CIRCUIT,(StauJaloneAlrt'ACeriting 10) 2 0 0 SUPERIMPOSED CIRCUIT(A IAC)/DETECTION LOOP 2 6 12 HIGHWAY GRADE CROSSING SIGNAL 2 5 10 (ONE PAIR Or 1'LASIIING LIGHTS) ADDITIONAL PAIR OF LIGHTS 1 2 2 GATE MECHANISM,AUTOMATIC 8 4 32 WITH ARM UP TO 26 TT GA'Z'E MECHANISM,AUTOMATIC t0 0 0 WITH ARM OVER 26 li T I GCI'/HXI'(cont►antenrningdevtce,perlrackctrcuit) 15 2 30 EXITGATE MANAGEMENTSYSTEM RACK* 10 1 10 MOVEMENT DETECTOR(PMD) 6 0 0 MOVEMENT DETECTOR(STANDBY UNIT) 3 0 0 RADIO DATA LINK,PER UNIT 1 0 0 PREEMPTION CIRCUIT 2 0 0 DATA RECORDER 1 0 0 REMOTE,MONITORING DEVICE* 2 1 2 BONDED RAILJOINTS (►�ermilgcachr*►►,slnRlctwnJcd) 1 0 0 I3A'I"I'EIIY AND CHARGER(prrscl) 1 2 2 I TOTAL UNIT COUNT 100 PAVEMENT RESTORATION COSTS (Actual) Annunl linin(eunnce Cost a(S170/UM( $17,000 *1)11 supplied(1111(Value August 22,2016 EXHIBIT E To Public Highway At-Grade Crossing and Advanced Signal Agreement Cover Sheet for the Railroad's Current Form of Contractor's Right of Entry Agreement UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA' Form Approved:AVP Law 03/01/2013 _ Folder No.: 2984-58 UPRR Audit No.: CONTRACTOR'S RIGHT OF ENTRY AGREEMENT THIS AGREEMENT is made and entered into as of the` day of , 2014, by and between UNION PACIFIC RAILROAD ,COMPANY, a Delaware corporation ("Railroad"); and (/Name of C'onu-aclor•) a corporation ("Contractor"). RECITALS: Contractor has been hired by the ("State") to perform work relating to the at-grade public road crossing with all or a portiomof sucli.work to be performed on property of Railroad in the vicinity of the Railroad's Mile Post :(DOT )oir its Subdivision in or near County,,California, as such location is in the. general location shown Oil the Railroad Location Printmarked Exhibit A,attached hereto and hereby made a part hereof, which work is;the subject ofA' contract dated 2014,between the Railroad and the State'or City. The Raihoad is:willing fo;peri tit the.Contractoi- to perform the work described above at the location described above subject:to..the terms and,conditions contained in this Agreement AGREEMENT: NOW,THERE,FORE,it.is mutually agreed by and between Railroad and Contractor, as follows: ARTICLE 1 - DEFINITION OF CONTRACTOR. For purposes of this Agreement,all references in this agreement to Contractor shall include Contractor's contractors,subcontractors,officers,agents and employees,and others acting under its or their authority. ARTICLE 2 - RIGHT GRANTED; PURPOSE. Railroad hereby grants to 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 the work described in the Recitals above. The right herein granted to Contractor is Articles of Agreement Page 1 of 4 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA Form Approved:AVP Law 03/01/2013 W 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 B,C & D. The General Terms and Conditions contained in Exhibit B, the Insurance Requirements contained in Exhibit C, and the Minimum Safety Requirements contained in Exhibit D, each attached hereto, are hereby made a part of this Agreement. ARTICLE 4 - ALL EXPENSES TO BE BORNE BY CONTRACTOR; RAILROAD REPRESENTATIVE. A. Contractor shall bear any and all costs and expenses associated with any work performed by Contractor, or any costs or expenses incurred by Railroad relating to this Agreement. B. Contractor shall coordinate all of its work with the following Railroad representative or his or her duly authorized representative(tile "Railroad Representative"): C. Contractor,at its own expense,shall adequately police and supervise all work to be performed by Contractor and shall ensure that such work is performed in a safe manner as set forth in Section 7 of Exhibit B. The responsibility of Contractor for safe conduct and adequate policing and supervision Of Contractor's work shall not be lessened or otherwise affected by Railroad's approval of flans and specifications involving the work, or by Railroad's collaboration in performance of any work,or by the presence at the work site of a Railroad Representative,or by compliance by Contractor with any requests or recommendations made by Railroad Representative. ARTICLE 5 - SCHEDULE OF WORD ON A MONTHLY BASIS. The Contractor,at its expense,shall provide on a monthly basis a detailed schedule of work to the Railroad Representative named in Article 413 above. The reports shall start at the execution of this Agreement and continue until this Agreement is terminated as provided in this Agreement or until the Contractor has completed all work on Railroad's property. ARTICLE G - 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 lierein (EykaUon Urrte) Articles of Agreement Page 2 of 4 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA' Form Approved:AVP Law 03/01/2013 provided,or at such time as Contractor has completed its work on Railroad's property,whicliever is earlier. Contractor agrees to notify the Railroad Representative in writing when it has completed its work on Railroad's property. B. This Agreement may be terminated by either party on ten(10) clays written notice to the other party. ARTICLE 7- CERTII+ICATE OF INSURANCE. A. Before conunencing any work, Contractor will provide Railroad with the(i) insurance binders, policies, certificates and endorsements set forth in Exhibit C of this Agreement, and (ii) the insurance endorsements obtained by each subcontractor as required under Section 12 of Exhibit B of this Agreement. B. All insurance correspondence,binders,policies,certificates and endorsements shall be seat to: Uiuiou Pacific Raih•oad Coirpany Real Estate Department 1400 Douglas St-cel, ASIS 1690 Omaha, NE 6$179-1690 UPRR I%olcler No.: ARTICLE 8 - DISMISSAL OF CONTRACTOR'S EMPLOYEE. At the request of Railroad,Contractor shall remove from Railroad's property any employee of Contractor who fails to conform to the instructions of the Rai Iroad 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's property. ARTICLE 9- CROSSINGS, 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. ARTICLE 10 - CROSSINGS; COMPLIANCE WITH MUTCD AND FRA GUIDELINES. 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. Any permanent or temporary changes, including temporary traffic control, to crossings must conform to the Manual of Uniform Traffic Control Devices (MUTCD) and any applicable Federal Railroad Administration rules,regulations and guidelines,and must be reviewed by the Railroad prior to any changes being implemented. In the event the Railroad is found to be out of compliance with federal safety regulations clue to the Contractor's modifications,negligence,or any other reason arising from the Contractor's presence on the Railroad's property, the Contractor agrees to assume liability for any civil penalties imposed upon the Railroad for such Articles of Agreement Page 3 of 4 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA° Form Approved:AVP Law 03/01/2013 noncompliance. ARTICLE 11 - EXPLOSIVES. Explosives or other highly flammable substances shall not be stored or used on Railroad's property without the prior written approval of Railroad. IN WITNESS WHEREOF, the parties hereto have duly executed this agreement in duplicate as of the date first herein written. UNION PACIFIC RAILROAD COMPANY (Federal Tax ID#94-6001323) By: Kathy Nesser Manager-Real Estate (Nan1e of Cowractor) By 1 Printed Name: Title: Articles of Agreement Page 4 of 4 ,Ar_ ` _E EXHIBIT "A" RAILROAD LOCATION PRINT s FOR AN EXISTING AT GRADE PUBLIC ROAD CROSSING AGREEMENT «' co 5• .wV�I r , z r r k�, • DOT No.439689B ~ M.P. 161.26 Austin Subdivision Round Rack, Williamson County,TX At Grade Public Road Crossing. �- i e„2 4kt tY UNION PACIFIC RAILROAD COMPANY AUSTIN SUBDIVISION RAILROAD MILE POST 161.26 ROUND ROCK,WILLIAMSON COUNTY,TEXAS To accompany an agreement with THE CITY OF ROUND ROCK AND ITS CONTRACTOR covering an At Grade Public Road Crossing, Folder No.2981-58 Date:April 12,2016 WARNING IN ALL OCCASIONS,U.P.COMMUNICATIONS DEPARTMENT MUSTDH CONTACTED IN ADVANCL OF ANY WORK TO DETr%\IING L'XISUNCE.AND LOCATION W BUR OPTIC CABLE. PHONE: 1-(800)336-9193 Exhibit A Railroad Location Print UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA° Form Approved:AVP Law 03/01/2013 EXHIBIT B TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT GENERAL TERMS&CONDITIONS Section 1. NOTICE OF COMMENCEMENT OF WORK-FLAGGING. A. Contractor agrees to notify the Railroad Representative at least thirty (30) working days in advance of Contractor commencing its work and at least ten(10)working days in advance of proposed performance of any work by Contractor in which any person or equipment will be within twenty-five(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 twenty-five(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 twenty-five(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 ten(10)-day notice,the Railroad Representative will determine and inform Contractor whether a flagman need be present and whether Contractor needs to implement any special protective or safety measures. If flagging or other special protective or safety measures are performed by Railroad,Railroad will bill Contractor for such expenses incurred by Railroad,unless Railroad and a federal, state or local governmental entity have agreed that Railroad is to bill such expenses to the federal, state or local governmental entity. If Railroad will be sending the bills to Contractor,Contractor shall pay such bills within thirty(30)days of Contractor's receipt of billing. If Railroad performs any flagging, or other special protective or safety measures are performed by Railroad,Contractor agrees that Contractor is not relieved of any of its responsibilities or liabilities set forth in this Agreement. B. The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight-hour day for the class of flagmen 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 and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included,computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the work is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and 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 Railroad and its employees,and i 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, Contractor(or the governmental entity, as applicable)shall pay on the basis of the new rates and charges. C. Reimbursement to Railroad will be required covering the full eight-hour day during which any flagman is furnished,unless the flagman 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 the flagman following the flagman's assignment to work on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by assignment of such flagman to other work, even though Contractor may not be working during such time. When it becomes necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Contractor must provide Railroad a minimum of five(5)days notice prior to the cessation of the need for a flagman. If five(5)days notice of cessation is not given,Contractor will still be required to pay flagging charges for the five (5)day notice period required by union agreement to be given to the employee,even though flagging is not required for that period. An additional ten(10)days notice must then be given to Railroad if flagging services are needed again after such five day cessation notice has been given to Railroad. Section 2. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED 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 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 Railroad without liability to Contractor or to any other party for compensation or damages. CONTRACTOR'S RIGHT OF ENTRY Page 1 of 4 Exhibit B AGREEMENT General Terms&Conditions Form Approved:AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA' Form Approved:AVP Law 03/01/2013 _ B. The foregoing grant is also subject to all outstanding superior rights(including those in favor of licensees and lessees of Railroad's property,and others)and the right of Railroad to renew and extend the same,and is made without covenant of title or for quiet enjoyment. Section 3. NO INTERFERENCE WITH OPERATIONS OF RAILROAD AND ITS TENANTS. A. Contractor shall conduct its operations so as not to interfere with the continuous and uninterrupted use and operation of the railroad tracks and property of Railroad, including without limitation, the operations of Railroad's lessees, licensees or others,unless specifically authorized in advance by the Railroad Representative. Nothing shall be done or permitted to be done by Contractor at any time that would in any manner impair the safety of such operations. When not in use, Contractor's machinery and materials shall be kept at least fifty(50)feet from the centerline of Railroad's nearest track-,and there shall be no vehicular crossings of Railroads tracks except at existing open public crossings. B. Operations of Railroad and work performed by Railroad personnel and delays in the work to be performed by Contractor caused by such railroad operations and work are expected by Contractor,and Contractor agrees that Railroad shall have no liability to Contractor,or any other person or entity for any such delays. The Contractor shall coordinate its activities with those of Railroad and third parties so as to avoid interference with railroad operations. The safe operation of Railroad train movements and other activities by Railroad takes precedence over any work to be performed by Contractor. Section 4. LIENS. Contractor shall pay in full all persons who perform labor or provide materials for the work to be performed by Contractor. 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 Railroad for any such work performed. Contractor shall indemnify and hold harmless 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. If Contractor fails to promptly cause any lien to be released of record, Railroad may, at its election, discharge the lien or claim of lien at Contractor's expense. Section 5. PROTECTION OF FIBER OPTIC CABLE SYSTEMS. A. Fiber optic cable systems may be buried on 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 Railroad during normal business hours(7:00 a.m.to 9:00 p.m.Central Time,Monday through Friday,except holidays)at 1-800-336-9193(also a 24-hour, 7-day number for emergency calls)to determine if fiber optic cable is buried anywhere on Railroad's property to be used by Contractor. If it is, Contractor will telephone the telecommunications company(ies) involved, make arrangements for a cable locator and, if applicable, for relocation or other protection of the fiber optic cable. Contractor shall not commence any work until all such protection or relocation(if applicable) has been accomplished. B. In addition to other indemnity provisions in this Agreement,Contractor shall indemnify,defend and hold 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 Contractor,its 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. PERMITS -COMPLIANCE WITH LAWS. In the prosecution of the work covered by this Agreement,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 including, without limitation, all applicable Federal Railroad Administration regulations. Section 7. SAFETY. A. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the work performed by Contractor. Contractor shall be responsible for initiating, maintaining and supervising all safety,operations and programs in connection with the work. Contractor shall at a minimurn comply with Railroad's safety standards listed in CONTRACTOR'S RIGHT OF ENTRY Page 2 of 4 Exhibit B AGREEMENT General Terms& Conditions Form Approved:AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA° Form Approved:AVP Law 03/01/2013 Exhibit D,hereto attached,to ensure uniformity with the safety standards followed by Railroad's own forces. As a part of Contractor's safety responsibilities,Contractor shall notify Railroad if Contractor determines that any of Railroad's safety standards are contrary to good safety practices. Contractor shall furnish copies of Exhibit D to each of its employees before they enter the job site. B. Without limitation of the provisions of paragraph A above, 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. C. Contractor shall have proper first aid supplies available on the job site so that prompt first aid services may be provided to any person injured on the job site. Contractor shall promptly notify Railroad of any U.S. Occupational Safety and Health Administration reportable injuries. Contractor shall have a nondelegable duty to control its employees while they are on the job site or any other property of Railroad, and to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug or other substance that may inhibit the safe performance of any work. D. If and when requested by Railroad,Contractor shall deliver to Railroad a copy of Contractor's safety plan for conducting the work (the "Safety Plan"). Railroad shall have the right, but not the obligation, to require Contractor to correct any deficiencies in the Safety Plan. The terms of this Agreement shall control if there are any inconsistencies between this Agreement and the Safety Plan. Section 8. INDEMNITY. A. To the extent not prohibited by applicable statute, Contractor shall indemnify, defend and hold harmless Railroad, its affiliates,and its and their officers,agents and employees(individually an"Indemnified Party"or collectively"Indemnified Parties") from and against any and all loss, damage, injury, liability, claim, demand, cost or expense(including,without limitation,attorney's,consultant's and expert's fees,and court costs),fine or penalty(collectively,"Loss")incurred by any person (including, without limitation, any Indemnified Party, Contractor, or any employee of Contractor or of any Indemnified Party)arising out of or in any manner connected with(i)any work performed by Contractor,or(ii) any act or omission of Contractor, its officers, agents or employees, or(iii)any breach of this Agreement by Contractor. B. The right to indemnity under this Section 8 shall accrue upon occurrence of the event giving rise to the Loss, and shall apply regardless of any negligence or strict liability of any Indemnified Party,except where the Loss is caused by the sole active negligence of an Indemnified Party as established by the final judgment of a court of competent jurisdiction.The sole active negligence of any Indemnified Party shall not bar the recovery of any other Indemnified Party. C. Contractor expressly and specifically assurnes potential liability under this Section 8 for claims or actions brought by Contractor's own employees. Contractor waives any immunity it may have under worker's compensation or industrial insurance acts to indemnify the Indemnified Parties under this.Section 8. Contractor acknowledges that this waiver was mutually negotiated by the parties hereto. D. No court or jury findings in any ernployee's suit pursuant to any worker's compensation act or the Federal Employers' Liability Act against a party to this Agreement may be relied upon or used by Contractor in any attempt to assert liability against any Indemnified Party. E. The provisions of this Section 8 shall survive the completion of any work performed by Contractor or the termination or expiration of this Agreement. In no event shall this Section 8 or any other provision of this Agreement be deemed to limit any liability Contractor may have to any Indemnified Party by statute or under common law. Section 9. RESTORATION OF PROPERTY. In the event Railroad authorizes Contractor to take down any fence of Railroad or in any manner move or disturb any of the other property of Railroad in connection with the work to be performed by Contractor, then in that event 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. Contractor shall remove all of Contractor's tools, equipment, rubbish and other 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. CONTRACTOR'S RIGHT OF ENTRY Page 3 of 4 Exhibit B AGREEMENT General Terms&Conditions Form Approved:AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA' Form Approved:AVP Law 03/01/2013 Section 10. WAIVER OF DEFAULT. Waiver by Railroad of any breach or default of any condition,covenantor agreement herein contained to be kept,observed and performed by Contractor shall in no way impair the right of Railroad to avail itself of any remedy for any subsequent breach or default. Section 11. MODIFICATION -ENTIRE AGREEMENT. No modification of this Agreement shall be effective unless made in writing and signed by Contractor and Railroad. This Agreement and the exhibits attached hereto and made a part hereof constitute the entire understanding between Contractor and Railroad and cancel and supersede any prior negotiations, understandings or agreements,whether written or oral, with respect to the work to be performed by Contractor. Section 12. ASSIGNMENT-SUBCONTRACTING. Contractor shall not assign or subcontract this Agreement, or any interest therein, without the written consent of the Railroad. Contractor shall be responsible for the acts and omissions of all subcontractors. Before Contractor commences any work, the Contractor shall, except to the extent prohibited by law; (1) require each of its subcontractors to include the Contractor as"Additional Insured"in the subcontractor's Commercial General Liability policy and Business Automobile policies with respect to all liabilities arising out of the subcontractor's performance of work on behalf of the Contractor by endorsing these policies with ISO Additional Insured Endorsements CG 20 26, and CA 20 48(or substitute forms providing equivalent coverage;(2)require each of its subcontractors to endorse their Commercial General Liability Policy with"Contractual Liability Railroads"ISO Form CG 24 17 10 01 (or a substitute form providing equivalent coverage)for the job site;and(3)require each of its subcontractors to endorse their Business Automobile Policy with"Coverage For Certain Operations In Connection With Railroads" ISO Form CA 20 70 10 01 (or a substitute form providing equivalent coverage)for the job site. CONTRACTOR'S RIGHT OF ENTRY Page 4 of 4 Exhibit B AGREEMENT General Terms&Conditions Form Approved:AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA? Form Approved:AVP Law 03/01/2013 EXHIBIT C TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT INSURANCE REQUIREMENTS Contractor shall, at its sole cost and expense, procure and maintain during the course of the Project and until all Project work on Railroad's property has been completed and the Contractor has removed all equipment and materials from Railroad's property and has cleaned and restored Railroad's property to Railroad's satisfaction, the following insurance coverage: A. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability (CGL) with a limit of not less than $5,000,000 each occurrence and an aggregate limit of not less than$10,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 04(or a substitute form providing equivalent coverage). The policy must also contain the following endorsement,which must be stated on the certificate of insurance: • Contractual Liability Railroads ISO form CG 24 17 10 01 (or a substitute form providing equivalent coverage)showing "Union Pacific Railroad Company Property"as the Designated Job Site. • Designated Construction Project(s)General Aggregate Limit ISO Form CG 25 03 03 97(or a substitute form providing equivalent coverage)showing the project on the form schedule. B. BUSINESS AUTOMOBILE COVERAGE INSURANCE. Business auto coverage written on 130 form CA 00011001 (ora substitute form providing equivalent liability coverage)with a combined single limit of not less$5,000,000 for each accident and coverage must include liability arising out of any auto(including owned, hired and non-owned autos). The policy must contain the following endorsements,which must be stated on the certificate of insurance: • Coverage For Certain Operations In Connection With Railroads ISO form CA 20 70 10 01 (or a substitute form providing equivalent coverage)showing"Union Pacific Property"as the Designated Job Site. • Motor Carrier Act Endorsement-Hazardous materials clean up(MCS-90)if required by law. C. WORKERS'COMPENSATION AND EMPLOYERS'LIABILITY INSURANCE. Coverage must include but not be limited to: • Contractor's statutory liability under the workers'compensation laws of the state where the work is being performed. • Employers'Liability(Part B)with limits of at least$500,000 each accident,$500,000 disease policy limit$500,000 each employee. If Contractor is self-insured, evidence of state approval and excess workers compensation coverage must be provided. Coverage must include liability arising out of the U. S. Longshoremen's and Harbor Workers'Act,the Jones Act, and the Outer Continental Shelf Land Act, if applicable. The policy must contain the following endorsement,which must be stated on the certificate of insurance: • Alternate Employer endorsement ISO form WC 00 03 01 A (or a substitute form providing equivalent coverage) showing Railroad in the schedule as the alternate employer(or a substitute form providing equivalent coverage). D. RAILROAD PROTECTIVE LIABILITY INSURANCE. Contractor must maintain Railroad Protective Liability insurance written on ISO occurrence form CG 00 3512 04(or a substitute form providing equivalent coverage)on behalf of Railroad as named insured, with a limit of not less than $2,000,000 per occurrence and an aggregate of$6,000,000. A binder stating the policy is in place must be submitted to Railroad before the work may be commenced and until the original policy is forwarded to Railroad. E. UMBRELLA OR EXCESS INSURANCE, If Contractor utilizes umbrella or excess policies, these policies must"follow form"and afford no less coverage than the primary policy. F. POLLUTION LIABILITY INSURANCE. Pollution liability coverage must be written on ISO form Pollution Liability Coverage Form Designated Sites CG 00 3912 04(or a substitute form providing equivalent liability coverage),with limits of at least CONTRACTOR'S RIGHT OF ENTRY Page 1 of 2 Exhibit C AGREEMENT Insurance Requirements Form Approved:AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA° 0— Form Approved:AVP Law 03/01/2013 $5,000,000 per occurrence and an aggregate limit of$10,000,000. If the scope of work as defined in this Agreement includes the disposal of any hazardous or non-hazardous materials from the job site,Contractor must furnish to Railroad evidence of pollution legal liability insurance maintained by the disposal site operator for losses arising from the insured facility accepting the materials, with coverage in minimum amounts of $1,000,000 per loss, and an annual aggregate of$2,000,000. OTHER REQUIREMENTS G. All policy(ies)required above(except worker's compensation and employers liability)must include Railroad as"Additional Insured"using ISO Additional Insured Endorsements CG 20 26,and CA 20 48(or substitute forms providing equivalent coverage). The coverage provided to Railroad as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26,and CA 20 48 provide coverage for Railroad's negligence whether sole or partial,active or passive, and shall not be limited by Contractor's liability under the indemnity provisions of this Agreement. H. Punitive damages exclusion, if any,must be deleted(and the deletion indicated on the certificate of insurance), unless the law governing this Agreement prohibits all punitive damages that might arise under this Agreement. 1. Contractor waives all rights of recovery,and its insurers also waive all rights of subrogation of damages against Railroad and its agents, officers, directors and employees. This waiver must be stated on the certificate of insurance. J. Prior to commencing the work, Contractor shall furnish Railroad with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements in this Agreement. K. All insurance policies must be written by a reputable insurance company acceptable to Railroad or with a current Best's Insurance Guide Rating of A-and Class VII or better,and authorized to do business in the state where the work is being performed. L. The fact that insurance is obtained by Contractor or by Railroad on behalf of Contractor will 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 from Contractor or any third party will not be limited by the amount of the required insurance coverage. CONTRACTOR'S RIGHT OF ENTRY Page 2 of 2 Exhibit C AGREEMENT Insurance Requirements Form Approved:AVP Law 03/0112013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA° Form Approved:AVP Law 03/01/2013 EXHIBIT D TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT MINIMUM SAFETY REQUIREMENTS The term"employees"as used herein refer to all employees of Contractor as well as all employees of any subcontractor or agent of Contractor. 1. CLOTHING A. All employees of Contractor will be suitably dressed to perform their duties safely and in a manner that will not interfere with their vision, hearing, or free use of their hands or feet. Specifically, Contractor's employees must wear: i. Waist-length shirts with sleeves. ii. Trousers that cover the entire leg. If flare-legged trousers are worn, the trouser bottoms must be tied to prevent catching. iii. Footwear that covers their ankles and has a defined heel. Employees working on bridges are required to wear safety-toed footwear that conforms to the American National Standards Institute (ANSI) and FRA footwear requirements. B. Employees shall not wear boots(other than work boots), sandals, canvas-type shoes, or other shoes that have thin soles or heels that are higher than normal. C. Employees must not wear loose or ragged clothing, neckties,finger rings,or other loose jewelry while operating or working on machinery. ll. PERSONAL PROTECTIVE EQUIPMENT Contractor shall require its employees to wear personal protective equipment as specified by Railroad rules, regulations, or recommended or requested by the Railroad Representative. I. Hard hat that meets the American National Standard(ANSI)Z89.1—latest revision. Hard hats should be affixed with Contractor's company logo or name. ii. Eye protection that meets American National Standard (ANSI) for occupational and educational eye and face protection,Z87.1—latest revision. Additional eye protection must be provided to meet specific jab situations such as welding, grinding, etc. iii. Hearing protection,which affords enough attenuation to give protection from noise levels that will be occurring on the job site. Hearing protection, in the form of plugs or muffs, must be worn when employees are within: ■ 100 feet of a locomotive or roadway/work equipment ■ 15 feet of power operated tools ■ 150 feet of jet blowers or pile drivers ■ 150 feet of retarders in use(when within 10 feet, employees must wear dual ear protection—plugs and muffs) iv. Other types of personal protective equipment, such as respirators, fall protection equipment, and face shields, must be worn as recommended or requested by the Railroad Representative. Ill. ON TRACK SAFETY Contractor is responsible for compliance with the Federal Railroad Administration's Roadway Worker Protection regulations—49CFR214, Subpart C and Railroad's On-Track Safety rules. Under 49CFR214, Subpart C, railroad contractors are responsible for the training of their employees on such regulations. In addition to the instructions contained in Roadway Worker Protection regulations, all employees must: i. Maintain a distance of twenty-five(25)feet to any track unless the Railroad Representative is present to authorize movements. CONTRACTOR'S RIGHT OF ENTRY Page 1 of 2 Exhibit D AGREEMENT Minimum Safety Requirements Form Approved:AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA' Form Approved:AVP Law 03/01/2013 ii. Wear an orange, reflectorized workwear approved by the Railroad Representative. iii. Participate in a job briefing that will specify the type of On-Track Safety for the type of work being performed. Contractor must take special note of limits of track authority,which tracks may or may not be fouled,and clearing the track. Contractor will also receive special instructions relating to the work zone around machines and minimum distances between machines while working or traveling. IV. EQUIPMENT A. It is the responsibility of Contractor to ensure that all equipment is in a safe condition to operate. If, in the opinion of the Railroad Representative, any of Contractor's equipment Is unsafe for use, Contractor shall remove such equipment from Railroad's property. In addition, Contractor must ensure that the operators of all equipment are properly trained and competent in the safe operation of the equipment. In addition, operators must be: i. Familiar and comply with Railroad's rules on lockout/tagout of equipment. ii. Trained in and comply with the applicable operating rules if operating any by-rail equipment on-track. iii. Trained in and comply with the applicable air brake rules if operating any equipment that moves rail cars or any other railbound equipment. B. All self-propelled equipment must be equipped with a first-aid kit, fire extinguisher, and audible back-up warning device. C. Unless otherwise authorized by the Railroad Representative, all equipment must be parked a minimum of twenty-five (25)feet from any track. Before leaving any equipment unattended, the operator must stop the engine and properly secure the equipment against movement. D. Cranes must be equipped with three orange cones that will be used to mark the working area of the crane and the minimum clearances to overhead powerlines. V. GENERAL SAFETY REQUIREMENTS A. Contractor shall ensure that all waste is properly disposed of in accordance with applicable federal and state regulations. B. Contractor shall ensure that all employees participate in and comply with a job briefing conducted by the Railroad Representative,if applicable. During this briefing,the Railroad Representative will specify safe work procedures, (including On-Track Safety)and the potential hazards of the job. If any employee has any questions or concerns about the work, the employee must voice them during the job briefing. Additional job briefings will be conducted during the work as conditions,work procedures, or personnel change. C. All track work performed by Contractor meets the minimum safety requirements established by the Federal Railroad Administration's Track Safety Standards 49CFR213. D. All employees comply with the following safety procedures when working around any railroad track: L Always be on the alert for moving equipment. Employees must always expect movement on any track, at any time, in either direction. j ii. Do not step or walk on the top of the rail, frog,switches, guard rails,or other track components. iii. In passing around the ends of standing cars,engines,roadway machines orwork equipment,leave at least 20 feet between yourself and the end of the equipment. Do not go between pieces of equipment of the opening is less than one car length(50 feet). iv. Avoid walking or standing on a track unless so authorized by the employee in charge. V. Before stepping over or crossing tracks, look in both directions first. vi. Do not sit on, lie under,or cross between cars except as required in the performance ofyourduties and onlywhen track and equipment have been protected against movement. E. All employees must comply with all federal and state regulations concerning workplace safety. CONTRACTOR'S RIGHT OF ENTRY Page 2 of 2 Exhibit D AGREEMENT Minimum Safety Requirements Form Approved:AVP Law 03/01/2013