Contract - Union Pacific Railroad - 11/10/2016 (2) UPRR Folder No. 2984-58
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 ONION
PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA' "min`
1111
UPRR Folder No.:2984-58
UPRR Audit No.: ' _ 5
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 _14th_ day of_February, 2017 (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 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 =OM
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 UNION
PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° '"'cum
11111
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. The Political Body shall pay to Railroad FIVE HUNDRED FORTY ONE
THOUSAND FIVE HUNDRED FIFTY AND NO/100 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 ux,oN
PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA' °ACNC
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 MON
PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA' II"'"'"`
III�
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 8. 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 oPmo»
PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA' IN)
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 11C 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 31st 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 10C.
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 MON
PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° illi i
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 7 of 8
UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA' °ACl!p`
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: • 41
Name: DAN L A. LEIS
Title: GENERAL DIRECTOR REAL ESTATE
CITY OF ROUND ROCK
By: 1/
Name: MLMERY ,/.
Title: VEVNAMMIE.
Page 8 of 8
EXHIBIT A
To Public Highway At-Grade Crossing and
Advanced Signal Agreement
Cover Sheet for the
Railroad Location Print
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FOR AN EXISTING AT GRADE
PUBLIC ROAD CROSSING AGREEMENT
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M.P. 161.26 Austin Subdivision �i ±'t `
Round Rock,Williamson County,TX
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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.2984-58 Date:April 12,2016
WARNING
IN ALL OCCASIONS,U .COMMUNICATIONS DEPARTMENT MUST BE CONTACTED IN
ADVANCE OF ANY WORK TO DETERMINE EXISTENCE AND LOCATION OF FIBER OPTIC CABLE.
PHONE: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
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EXHIBIT C
To Public Highway At-Grade Crossing and
Advanced Signal Agreement
Cover Sheet for the
General Terms and Conditions
UNION PACIFIC RAILROAD COMPANY riff'
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 it's 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' (j p
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 MON
PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA' 110
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. Flagging.
(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 needbe 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 oa�eN
PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICA° °ACp`i
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 ux,ow
PUBLIC HIGHWAY AT-GRADE CROSSING BUILDING AMERICAIII I
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
DATE: 2016-08-22
ESTIMATE OF MATERIAL AND FORCE ACCOUNT WORK
BY THE
UNION PACIFIC RAILROAD
THIS ESTIMATE GOOD FOR 6 MONTHS EXPIRATION DATE IS :2017--02--20
DESCRIPTION OF WORK:
INSTALL AUTOMATIC FLASHING LIGHT CROSSING SIGNALS
WITH GATES AND ELMS SYSTEM AT ROUND ROCK, TX
N. BURNETT ST. M.P. 161.26 ON THE AUSTIN SUB. DOT ##439689B
WORK TO BE PERFORMED BY RAILROAD WITH EXPENSE AS BELOW:
SIGNAL - CITY OF ROUND ROCK - 100%
ESTIMATED USING FEDERAL LABOR ADDITIVES WITH INDIRECT
AND OVERHEAD CONSTRUCTION COST'S - 190.39%
PID: 90866 AWO: 29674 MP,SUBDIV: 161.26, AUSTIN
SERVICE UNIT: 12 CITY: ROUND ROCK STATE: TX
DESCRIPTION QTY UNIT LABOR MATERIAL RECOLL UPRR TOTAL
ENGINEERING WORK
ENGINEERING 8685 8685 8685
LABOR ADDITIVE 190.39% 25.661 2566:1. 25661
SIG-HWY XNG 4821 4821 4821
TOTAL ENGINEERING 39167 __ y 39167 .._ 39167
SIGNAL WORK
BILL PREP 900 900 9.0.0
CONTRACT 11451 11451 11451
ELMS SYSTEM 49726 49726 49726
LABOR ADDITIVE 190.39% 165893 165893 165893
MATL 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 10.000 10000 10000
SIGNAL 86233 11.4713 200946 .200946
TRANSP/IB/OB/RCLW 832.6 8326 8326
ENVIRONMENTAL PERMIT 10 10 10
TOTAL SIGNAL 253026 249357 502383 502383
LABOR/MATERIAL EXPENSE 292193 249357
RiCOLLECTIBLE/UPRR EXPENSE 541550ESTIMATED 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 OFA' MATERIAL OR LABOR REQUIRED,
UPRR WILL BILL: FOR ACTUAL CONSTRUCTION COSTS AT THE CURRENT EFFECTIVE RATE.
PAGE 1 OF 1 1„
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AREMA UNIT STATEMENT OF RAILROAD HIGHWAY GRADE CROSSING SIGNALS
ESTIMATED MAINTENANCE COSTS
FOR PID #90866
IIIA,0 DULL Nt3 AM5111CA0
BY TUE UNION PACIFIC RAILROAD
'II ISTREET N,BURNETT ST,
TOWN ROUND ROCK,TX.
MILEPOST 161.26
SUBDIVISION AUSTIN
AAR/DOT NO. 4396898
WORK ORDERI/ 29674
DESCRIPTION UNIT VALUE QUANTITY UNITS
NON-CODED TRK,CIRCUIT,(StandatoneAMC orWog 10) 2 0 0
SUPERIMPOSED CIRCUIT(,tF C)/DETECTION LOOP 2 6 12
•
HIGHWAY GRADE CROSSING SIGNAL 2 5 10
(ONE PAIR OF FLASHING LIGHTS) •
ADDITIONAL PAIR OF LIGHTS 1 2 2
GATE MECHANISM,AUTOMATIC 8 4 32
WITH ARM UP TO 26 FT
GATE MECHANISM,AUTOMATIC t0 0 0
WITH ARM OVER 26 FT
GCPIHXP(eonstantwarningdevice,pertrackcirculi) 15 2 30
EXIT GATE MANAGEMENT SYSTEM RACK* 10 1 10
MOVEMENT DETECTOR(PMD) 6 0 0
MOVEMENT DETECTOR(STANDBY UNI'!) 3 0 0
RADIO DATA LINK,I'ER UNITi
1 0 0
PREEMPTION CIRCUIT 2 0 0
DATA RECORDER 1 0 0
REMOTE MONITORING DEVICE* 2 1 2
BONDED RAIL JOINTS (per mile.each rail,single bonded) 1 0 • 0
BA'T"I'ERY AND CHARGER(prrsct)
1 2 2
TOTAL UNIT'COUNT •
100
PAVEMENT RESTORATION COSTS (Actual)
Annul ltnintcaanec Cost tit S170/Unit $17,000
*[J1'supldled Uni(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 e5N
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:ofthe . clay Of
2014; by and between UNION PACIFIC.RAILROAD .COMPANY, a Delaware corporation
("Railroacl"), and
(Naiue of Contractor)
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 aportion of such work to be performed on property of Railroad in the
vicinity of the Railroad's Mile Post :020T )or its Subdivision
in oil near •• , :County, California,.as such location is ui the.
general location shown of the Railroad Location Priiit marked Ra;hthit A,.attached hereto and hereby
made a part hereof,which, work is:thee subject ofa::contract dated ,.20.14,between
the Railroad and the State"oi,City. :;
The Raiho�%cl s,w Ming to:pei`lnit theContraetoi to perform the work described above at the'
location;described above.subject`to-.the terms and conditions contained in this Agreement
AGREEMENT:
NOW;THEREFORE;it is mutually agreed by and between Railroad rand Contractor,as
follows: •
ARTICLE 1 - DEFINITION OF CONTRACTOR,
For purposes of this Agreemeit,all references in this agreement to Contractor shall include
Contractor's contactors,.subcontractors,officers,agents and employees,and others acting under its
or their authority.
•
ARTICLE 2 - RIGHT GRANTED; PURPOSE.
Railroad hereby.grai is 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 pf Acgreement
Page of 4
UNION PACIFIC:RAILROAD COMPANY ,fir F
CONTRACTORS RIGHT OF ENTRY AGREEMENT BUILDING AMERICA' '
Form Approved:AVP Law 03101!2013 �_
limitedto those portions.of Railroad's property specifically described herein,or as designated by the.
Railroad Representative named in Article4.
ARTICLE 3- TERMS.AND CONDITIONS CONTAINED IN EXHIBITS B, C& D.
•
The General Terms.and Conditions contained in Exhibit B, the Insurance Requirements
contained inExhibit 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 fol lowing Railroad representative or his or her
duly authorized.representative(the "Railroad Representative"):
C. Conttactot;.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 plans and specifications involving the work, or by Railroad's collaboration in
performance of any work,or by the presence at tltework site Railroad Representative,.or by
• compliance by Contractor with any requests or recommendations made by Railroad
Representative.
ARTICLE.5 SCHEDULE OF WORK 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.Atticle 4B above. The.rep.orts shall start at_theexecution.of
this Agreeinent and continue until this Agreement is terminated:as provided in this Agreement or
until the Co.t tractor has completed all work on.Railroad's•ptoperty..
ARTICLE 6-- TERM;TERMINATION.
A.. Thegr° nt o1'rigl t herein Made.to Contractor shall comic ence on the date ofthis Agreement,
and continue until ,unless.sooner terminated as.herein
(apiralian Date)
Articles of Agreement
Page 2 of 4
UNION-PACIFIC RAILROAD:COMPANY •b
CONTRACTOR'S RIGHT-OF ENTRY AGREEMENT BUILDING AMERICA' a
Form Approved!.;AVP Law.031O1t2013 _
provided,or at such time.as.Contractor has completed its work on Railroad's property,whichever
is 'earlier. Contractor agrees .to notify. the Railroad Representative in writing when it has
completed its:work Qn.Railroad's property.
B. This Agreement may be terminated by either party on ten(10) days written notice to the other
. - party;-.. .... . ... ... ... . .. .. . . . . . . . . . ..' ' -
ARTICLE 7- CERTIFICATE OF'INSURANCE.
A. Before commencing any work,tontractor will'provide Railroad with the(i)insurance binders,
policies, certificates and endorsements set•fbrth.in Exhibit C of this Agreement, and (ii) the
insurance endorsements obtained by each subcontractor as regnired under Section 12 of Exhibit
.B of this Agreement.
B. All'insurance correspondence,binders,policies,.certificates and:endorsements shall be sent to:
Union Pacific Railroad Company-
Real Estate Department
• 140.0 Douglas Street, MS 1690
()Mak?, NE 68179-1690
UPRR Folder No:;
ARTICLE.8 - DISMISSAL OF CONTRACTOR'S EMPLOYEE.
At the reiltlest of Railroad,Contractor shall remove from Railroad's property-any employee of
Contractor who fails to conform to the instructions Of the Railroad Representative in connection with
the work-on Railroad's property,.aiid any right of Contractor shall be suspended until such removal
has occurred.. contractor'shall indel uiify Railroad against any claims arising from the.removal of
any such'employee from Railroad's property.
ARTICLE:9.- CROSSINGS.
No additional vehicular crossings(including teinpor'aiy haul reads)oi•pedestrian crossings
over Railroad's trackage shall be installed or used by Contractor Without the prior Written pei•mission
.of Railroad,
ARTICLE 10 - CROSSINGS, COMPLIANCE WITH MUTCD AND ERA GUIDELINES.
A. No additional vehicular crossings(including temporary haul roads)or pedestrian crossings oyer
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 Adiniivstrati-on.rules,:regulations and.guidelines,and must be reviewed by the
Railroad prior to.tiny changes being implemented.. In the event the Railroad is.found to be out of
conipliatice with federal.safety rep lations.due to the Contractor's modifications,.negligence,or
any oilier 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
AriicIes of Agreement
Page 3 of,4
UNION PACIFIC RAILROAD COMPANY UNION.
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA' °"`"'c
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
(Name of Contractor)
By
Printed Name:
Title;
•
Articles of Agreement
Page 4 of 4
N
AlITIIII EXHIBIT "A"
s RAILROAD LOCATION PRINT
FOR AN EXISTING AT GRADE
PUBLIC ROAD CROSSING AGREEMENT
`
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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.2984-58 Date:April 12,2016
WARNING
IN ALL OCCASIONS,U .COMMUNICATIONS DEPARTMENT MUST BE CONTACTED IN
ADVANCE OF ANY WORK TO DETERMINE EXISTENCE AND LOCATION OF FIBER OPTIC CABLE.
PHONE: 1-(800)336-9193
Exhibit A
Railroad Location Print
UNIPN PACIFIC RAILROAD COMPANY uwox
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
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 UNION`
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA' riff
Form Approved:AVP Law 03/01/2013 _
B. The foregoing grant is also subject to all outstanding superior rights(including thosein 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 shallconduct its operations soas 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 thesafety 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 beno vehicular crossings of Railroads tracks except at existing open public.crossings.
B. Operationsof Railroad andwork 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 personswhoperform 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 shalt indemnify and hold harmless Railroad
from and against any and all liens; claims, demands, costs or expensesof 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 interruptionand 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 workcoveredby 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, railoperations 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 ata minimum comply with Railroad's safety standards listed in
CONTRACTOR'S RIGHT OF ENTRY Page 2 of 4 Exhibit B
AGREEMENT General Temis&Conditions
Form Approved;AVP Law 03/01/2013
' UNiON PACIFIC RAILROAD.COMPANY vNrgN,
CONTRACTOR'S RiGHT OF ENTRY AGREEMENT BUILDING AMERICAN (II�—
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 suppliesavailable 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 againstany 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 assumes potential liability under this Section 8 for claims or actions brought by
Contractors own employees: Contractor waives any immunity it may have under worker's compensation or industrial
insurance-acts to indemnify the Indemnified Parties underthis.Section 8. Contractor acknowledges that this waiver was
mutually negotiated by the parties hereto.
D. No court or jury findings in any employee's suit pursuant to any worker's compensation actor 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.takedown any fence of Railroad or in any manner moveor disturb any of the
other property of Railroad in connection with thework 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 wno
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA'
Form Approved:AVP Law 03/01/2013 IIsi
Section 10. WAIVER OF DEFAULT.
Waiver by Railroad of any breach or default of any condition,covenant or 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 unlessmade in writing and signed by Contractor and Railroad.This
Agreement and the exhibits attached heretoand 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 theacts 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 (ora 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 n,M,eM.
CONTRACTORS RIGHT OF ENTRY AGREEMENT BUILDING AMERICA' 'mi
°' _
Form Approved:AVP Law 03/01/2013 MI
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 ISO form CA 00 01 10 01 (or a
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 UNIOitN
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA° �"I
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 03/01/2013
UNION PACIFIC RAILROAD COMPANY wens.
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA, 4AdFl4
Form Approved:AVP Law 03/01/2013 ,"I
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.
t. 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.
II. 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)289.1—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,287.1—latest revision. Additional eye protection must be provided to meet specific job 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.
III. 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 UNwk.
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICA' Nit
Form Approved:AVP Law 03/01/2013 11 11_
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:
i. Always be on the alert for moving equipment. Employees must always expect movement on any track, at any
time, in either direction.
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 or work 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 of your duties and only when
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 0
AGREEMENT Minimum Safety Requirements
Form Approved:AVP Law 03/01/2013