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Contract 47003 (2)
CITY gEliGRET ttuiTRAC' NO0I PUE3J[_IC JL IliGJ[-WAY TM PROVE:MEI\ UN1[ON PAC i F'IC UPRR Folder No. 7.901-93 T.GRADE C OSSING 11 AGRI-1E11E1N r BETWEEN LIROAD COMPATNY AND CITY OF FORT WO 1111][ COVERING THE THE UPGRADE OF THF CROSSING SURFACE AND THE CONSTRUCTION OF SIDh;WALiC IMPROVEMENTS TO THE EXISTING ATGRADE PUBLIC ROAD CROSSING FOR MILLER AVENUE (DOT NO. 794-997G) AT RAILROAD MILE POST 241.86 - DALLAS SLBDIVISION AT OR NEAR FORT WORTH, TARRANT COUNTY, TEXAS OFFlCIMii. RECORD CITY SECRETARY .1'o WORTH, TX UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT -GRADE CROSSING (Improvement Agreement) Form Approved, AVP-Law 1?ECEI‘47-713 JUL? 02(5 CITYOPPORT',vo niNSE CkE '1itr' < /0) -v BUILDING AMERICA° UPRR Folder No.: 2901-93 UPRR Audit No. 'ram �' iocb(4 PUBLIC HIGHWAY AT -GRADE CROSSING IMPROVEMENT AGREEMENT THIS AGREEMENT is made as of the ?I�1 day of 4 6 0 f T , 20 ((, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, or its predecessor in interest, with a mailing address at 1400 Douglas Street, MS 1690, Omaha, Nebraska, 68179-1690 ("Railroad"), and the CITY OF FORT WORTH, a municipal corporation of the State of Texas with a mailing address at 1000 Throckmorton Street, Fort Worth, Texas 76102 ("Political Body"). RECITALS: Presently, the Political Body utilizes the Railroad's property for the existing Miller Avenue at -grade public road crossing, DOT No. 794-997G, at Railroad's Mile Post 241.86 on its Dallas Subdivision, in or near Fort Worth, Tarrant County, Texas (hereinafter the "Roadway"). The Political Body now desires to undertake as its project the improvement of the crossing surface and the addition of sidewalks to the existing Roadway (the "Project"). The right of way for the existing Roadway was granted by the predecessor to the Railroad, the Texas and Pacific Railway Company, to the Political Body under the terms of an agreement effective May 1, 1958, under Railroad's Audit No. TC21984 (the "Original Agreement"). The right of way granted to the Political Body under the terms of the Original Agreement is not sufficient for Political Body's Project. Therefore, under this Agreement, the Railroad will be granting to the Political Body the right to use additional Railroad right of way to facilitate its Project. Collectively, the Roadway and Project improvements contemplated in this Agreement are referred to as the "Enhanced Roadway". Where the Roadway and Enhanced Roadway cross the Railroad's property is the "Crossing Area" as shown on the Railroad's Location Print marked Exhibit A, attached hereto and hereby made a part hereof. The additional portion of Railroad's property that Political Body needs a right to use in connection with its Project is shown on the Detailed Prints marked Exhibit A-1, described in the Legal Description marked Exhibit A-2, and illustrated in the Survey Print marked Exhibit A-3, with each exhibit being attached hereto and hereby made a part hereof. The Railroad and the Political Body and entering are into this agreement to cover the above. AGREEMENT: NOW THEREFORE, in consideration of the premises and of the foregoing promises and 2901-93 Page 1 OFFICIAL RECORD CATTSEC;iitlitiiY FT. '?rY MMI- TX 10/23/2014 UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT -GRADE CROSSING (Improvement Agreement) Form Approved, AVP-Law conditions 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 Exhibit A-1 Exhibit A-2 Exhibit A-3 Exhibit B Exhibit C Exhibit D BUILDING AMERICA' Railroad's Location Print Detailed Prints Legal Description Survey Print Railroad's General Terms and Conditions Railroad's Material and Force Account Estimate Railroad's Form of Contractor's Right of Entry Agreement SECTION 2. GENERAL TERMS AND CONDITIONS The General Terms and Conditions marked Exhibit B, are attached hereto and hereby made a part hereof. SECTION 3. WORK TO BE PERFORMED BY RAILRAOD: BILLING A. The Railroad, at Political Body's expense, shall furnish all labor, material, equipment and supervision for the Project improvements that are between track tie ends, including installation of 24 feet of concrete crossing pads, one set on the Mainline 1 (concrete ties) and two sets across the Mainline 2 (wood ties). B. The Project work to be performed by the Railroad, at the Political Body's sole cost and expense, is described in the Railroad's Material and Force Account Estimate dated July 14, 2014, marked Exhibit C, attached hereto and hereby made a part hereof (the "Estimate"). As set forth in the Estimate, the Railroad's estimated cost for the Railroad's work associated with the Project is ($43,391.00). C. The Estimate sets forth the Railroad's current, good faith estimate of the cost of the work described therein. The Railroad may adjust the Estimate from time to time. The Political Body expressly acknowledges that the amounts set forth in the Estimate, as they may be adjusted from time to time, are merely an estimate by the Railroad and these amounts do not limit or otherwise affect the Political Body's reimbursement obligations under this Agreement. D. The Political Body acknowledges that the Estimate does not include any estimate of flagging or other protective service costs that are to be paid by the Political Body or the Contractor in connection with flagging or other protective services provided by the Railroad in connection with the Project. All of such costs incurred by the Railroad are to be paid by the Political Body or the Contractor as determined by the Railroad and the Political Body. If it is determined that the Railroad will be billing the Contractor directly for such costs, the Political Body agrees that it will pay the Railroad for any flagging costs that have not been paid by any Contractor within thirty (30) days of the Contractor's receipt of billing. UNION ill 2901-93 Page 2 10/23/2014 • UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT -GRADE CROSSING (Improvement Agreement) Form Approved, AVP-Law BUILDING AMERICA' E. The Railroad shall send progressive billing to the Political Body during the Project and final billing to the Political Body within one hundred eighty (180) days after receiving written notice from the Political Body that all Project work affecting the Railroad's property has been completed. F. The Political Body agrees to reimburse the Railroad within thirty (30) days of its receipt of billing from the Railroad. SECTION 4. PLANS A. The Political Body, at its expense, shall prepare, or cause to be prepared by others, the detailed plans and specifications and submit such plans and specifications to the Railroad's Assistant Vice President Engineering — Design, or his authorized representative, for review and approval. The plans and specifications shall include all Project layout specifications, cross sections and elevations, associated drainage, and other appurtenances. B. The final one hundred percent (100%) completed plans that are approved in writing by the Railroad's Assistant Vice President Engineering —Design, or his authorized representative, are hereinafter referred to as the "Plans". The Plans are hereby made a part of this Agreement by reference. C. No changes in the Plans shall be made unless the Railroad has consented to such changes in writing. D. The Railroad's review and approval of the Plans will in no way relieve the Political Body or the Contractor from their responsibilities, obligations and/or liabilities under this Agreement, and will be given with the understanding that the Railroad makes no representations or warranty as to the validity, accuracy, legal compliance or completeness of the Plans and that any reliance by the Political Body or Contractor on the Plans is at the risk of the Political Body and Contractor. SECTION 5. WORK TO BE PERFORMED BY POLITICAL BODY A. The Political Body, at its sole cost and expense, shall provide traffic control, barricades, and all detour signing for the crossing work, provide all labor, material and equipment to install concrete or asphalt street approaches, and if required, will install advanced warning signs, and pavement markings in compliance and conformance with the Manual on Uniform Traffic Control Devices. B. The Political Body, at its expense, shall maintain and repair all portions of the Enhanced Roadway approaches that are not within the track tie ends. C. If Political Body's contractor(s) is/are performing any work described in Section 5, paragraphs A and/or B above, then the Political Body shall require its contractor(s) to execute the Railroad's standard and current form of Contractor's Right of Entry Agreement attached hereto as Exhibit D. Political Body acknowledges receipt of a copy of the Contractor's Right of Entry Agreement and understanding of its terms, provisions, and requirements, and will inform its contractor(s) of the need to execute the Agreement. Under no circumstances will the Political Body's contractor(s) be allowed onto the WOODS PACIFIC 111111 2901-93 Page 3 10/23/2014 • UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT -GRADE CROSSING (Improvement Agreement) Form Approved, AVP-Law BUILDING AMERICA" Railroad's premises without first executing the Contractor's Right of Entry Agreement. SECTION 6. 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. Political Body or its contractor(s) 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 number, 7 day number for emergency calls) to determine if fiber optic cable is buried anywhere on the Railroad's premises to be used by the Political Body or its contractor(s). If it is, Political Body or its contractor(s) will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the Railroad's premises. Section 7. FUTURE PROJECTS Future projects involving substantial maintenance, repair, reconstruction, renewal and/or demolition of the Enhanced Roadway and/or Crossing Area shall not commence until Railroad and 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 8. ASSIGNMENT: SUCCESSORS AND ASSIGNS A. Political Body shall not assign this Agreement without the prior written consent of Railroad. B. Subject to the provisions of Paragraph A above, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of Railroad and Political Body. SECTION 9. RIGHTS GRANTED For and in consideration of One Thousand Five Hundred DOLLARS ($1,500.00) to be paid by the Political Body to the Railroad upon the execution and delivery of this Agreement and in further consideration of the Political Body's agreement to perform and abide by the terms of this Agreement including all exhibits, the Railroad hereby grants to the Political Body the right to establish or reestablish, construct or reconstruct, maintain, repair and renew crossing over and across the Crossing Area. SECTION 10. SPECIAL PROVISIONS PERTAINING TO AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 If the Political Body will be receiving American Recovery and Reinvestment Act ("ARRA") funding for the Project, the Political Body agrees that it is responsible in performing and completing all ARRA reporting documents for the Project. The Political Body confirms and acknowledges that Section 1512 of the ARRA provisions applies only to a "recipient" receiving ARRA funding directly from the federal government and, therefore, (i) the ARRA reporting requirements are the responsibility of the Political Body and not of the Railroad and (ii) the Political Body shall not delegate any ARRA reporting responsibilities to the Railroad. The IMIO." PACIFIC 11111 2901-93 Page 4 10/23/2014 • UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT -GRADE CROSSING (Improvement Agreement) Form Approved, AVP-Law BUILDING AMERICA' Political Body also confirms and acknowledges that (i) 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 (ii) such standard and customary billing and documentation from the Railroad provides the information needed by the Political Body to perform and complete the ARRA reporting documents. The Railroad confirms that the Political Body and the Federal Highway Administration shall have the right to audit the Railroad's billing and documentation for the Project. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first hereinabove written. Approved41S1 to iotu°. -e 1) UNION PACIFIC RAILROAD COMPANY (Federal Tax ID #94-6001323) _ emus ssul,—.... Attorney By: WITNESS: 2901-93 Vitstieja. 11441/2 DANIEL A. LEIS General Director —Real Estate OFFICIAL RECORD CITY SECRETARY Ft R9RTh TV CITY OF FORTH WORTH By� a. L1` Printed NIP , j Vt `) V Attic vi it Title: A CA? r V Page 5 APPROVED AS TO FORM AND LEGALITY: CI Jth ATTORNEY O. Slack Cit Secre NO -q TC REQUIRED ..�..r '* rfyT. Ly 10/23/2014 EXHIBIT A To Public Highway At -Grade Crossing Improvement Agreement Cover Sheet for the Railroad Location Print 1ZAILROAD LOCATION PRINT ACCOMPANYING AN EXISTING AT -GRADE PUBLIC ROAD CROSSING IMPROVEMENT AGREEMENT Miller Avenue — DOT #794-997G M.P. 241.86 — Dallas Subdivision Fort Worth, Tarrant County, TX Existing At -Grade Public Crossing Surface Upgrade and Sidewalk Project Union Pacific Railroad, 2014 EXHIBIT "A" UNION PACIFIC RAILROAD COMPANY DALLAS SUBDIVISION RAILROAD MILE POST 241.86 FORT WORTH, TARRANT COUNTY, TX To ai,A,r,iiip all j Public Road Crossing Improvement Agreement with the CITY OF FORT WORTH covering a Surface Upgrade and Sidewalk Project. Folder No. 2901-93 Date: October 23, 2014 WARNING IN ALL OCCASIONS, U.P. 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 EXHT :IT A 1 To Public Highway At -Grade Crossing Improvement Agreement Cover Sheet for the Detailed Prints PROJECT • 29114 T II1513510T P4 utpCobttOok\1aeete Rtxft102-1A02-PP-2911pk19t7/9/2014 20Y111 @U1I0A\00T3‘T116ht00062%11 • C ")\ T C ti rZ. \ r Vs! 10 1 4MTING SIDEWALK 0t 1• 1 1, • • • • O 'SIDEWALK PLAN zr+4u r..0• 1 COI) DD: TOIGRaGE l i O 2SIDEWALK PLAN Vat raw, :3.00 ~_ _'--LINE C4 —LINE C5 Exhibit A 1 I,. I 111 t i N iw ti14 A2 �xt 1""•r1 1 I, EXISTIC'C SICER*LX MP.).MP.). .�. ••-:'•. .. !� ' i7 i 00 . I •' — T 3 xS' Ga DNICATla— ifRR ROW RCTERENCC ELARGENENT SHEET • A L`••'�•- ` „� 1 EXISTING SIOERALC tT19.) - EICIST4NC.StOC &t. t CTTP.) 1•00 r OAKI.AND BLVD I 1 , 1 , 1 1 1 ; 1 1 1 1 1 1 I ce Q ILL, •r I •!ram% .+I. CPR Raft t23 sr) CONCRETE RAYEYENT.__,» J ` IMP.; 14-DD INC CS OAKL_AND BLVD CI` 15.0 EW. TYPPAL IW.�t1 CROSSING DETACROSSIL i� S 1z LINE DATA KS AI A2 81 82 CI C3 C4 C5 CG CT CS C9 CIC Cif ICt2 C13 CIA Ct5 Ct6 Ct7 C78 LINE LENGTH 13.34 14.88 19.14 24.61' 4.03' 1,571 8.60' 3.45• 13. 16' 1T.16• 41.94' S. 1N I. Air T..44' S. 34' I. 91' 74. 7A• 7. 114' Tn• 30. ter S. 71' I INE BEARING N 0 14.2Y N 4 24'49" k It 0 52'35` E N a 37' ;a• C N D 26.10 W S EB 07'53' C N 0 IA'79. 11 5 ST 461O7' 11 N 3 37'01• E N 3 44.0A• t N 8 OS'12` C N 07 17'77` R 5 86 15133• A N r. 4r.' I T ` r K N1 57•77• r 5 NI 77'I1• r N 0 37'4N• r S 6t Oi'1S` r S 1 11•gT N K WI 4V14- r N 0 01.10" R S 87 W 4014 Z 0 20 40 60 80 INIS SCALE: i":AO' 4 11T K"`'IMIS HALFF 11 wn..w.w1 - INC zµ AP.I MIK R Pori trW' sCnI0 tOCuor IO.!morn N 1.3U1t0. It for Kty0R194k IA•A•lw.I NND•11rCt ry aS�OKC ulc. t"Yt Tj. S% ACNMIY4:K IV.T • 3 tr06VPC attert t ti K Crete CO' b r•Il% t.nnc fT 0.II.A �t t.tpt IQSat +Ntrr At14UA IC. 1l .t.Iw:11.OI, T 7 S', UPC 71111141 or-31.? 411111eTexas Department of Transportation / \1 zl14 OAKLAND BLVD. SIDEWALK PLAN STA 12-00 TO STA 16.00 SCALE: 1'•40• Willr.... )W..FF~....,NALrrn =T AS coax NALFF 10902 SNECT . Or 32 ram_ no AAwaT +e. t tlw..r STP 2011(2267 TE I NNN DitaltT FT0 SCUM 48 T a•n { Sat 110. TARRANT 11 a 66 791 I et OFFICEIPCH PROJECT t 29114 401 0 114SClCOW014m0 1\TA02 - 00a10.^d W00040r00\\Sni.t$ HCH\C201.1A02•ALPG-29WQ61)E/2014 r 50•-0" x 26'-3* ;, ;.—. I I • 6• -10 ,.-0. V. I ';ate . I I t" N II I _� 1' t; 1;... 1 -. • II _a.i- I.../ 1 rII - r �y„�..___..��_?.••_�1-Ir-C a \ tJ l.Tf. _ ice:. 1��r • : .}�_ o 'RAILROAD CROSSING at. , a 1.04 TON) ASPILaLT EVEN RiTN EY1572NO CRAOE I.3T EVEN RITN EXISTS • • t. 0 2RAILROAD CROSSING Yµtl I•.lo• NOT INtL PANELS CO$TRACT. • To RE INSTALLED MT NPRR STTP.) • CONCRETE PANEL EXISTING Micmac, Rail EstST21.0 RAILROAD TIE CONCRETE PAVDQNT t.04 TON) ASPNALT EVEN WITH EXISTING GRADE x x GPM ROR REP.RSIDttt AWOPLA•_ —. — — 4-00 PROP 4FOR ERCMCiD� . SiLlm STAT tpgCC ANO LATENT OM x TO SE INSTaLLEDI TO RE INSTau o sr al' Br CONTRACTOR A I . >< cc OAKLAND BLVD CONCRETE PAVEMENT TOP OF ASPNALT TO wad TOP Or mama AND CONCRETE PAYING. REF. ►arprENT mutts 0 3RAILROAD CROSSING TERCEL i?•L•.N' R0.Tta 0 5 10 15 20 mil. SCALE: 0( =AL OTWITNC G. van tixtatia n. .IT.a:rcc 00 -a O. vansowix. a oMSfC•.. K W'lw 0. Knt* 00“.0.' arson mom b' I Ic*I ld r0 "C n VOMOCr r a.6.trra fl w Or}N.% VZC. rttt 22. Inc .DYr.r%l..<ty[ cow.", A KVON a ?sU3 :it IS 01 r14t .T r O..:ctt$ 4 .µrr WACO. > toe .!� lC qp. Tt al'ibay' ry TWR rlw+r.11l ItTWORTH.lini HALFF ETA v IMJ AIIP("Texos Deportment or Transportation F (C)20t4 RAILROADCROSSING SCALE) 1•. HAIFF 6.l NALFF si.m TEXAS tnVlaoL NALFF 10902 muter FTw 'LctIs 48 SHEET 1 OF 1 nocuit. 4r m404RT .b nitoorm SIP 2011 t226) TE N/A OWN ICU TARRANT Jog 77 791 .r EXHIBIT A 2 To Public Highway At -Grade Crossing Improvement Agreement Cover Sheet for the Legal Description FORT WORTH LEGAL DESCRIPTION TRACT 1 — 273.0 Sq. Ft. J.L. Purvis Survey, Abstract No. 1228 Tarrant County, Texas All that certain lot, tract or parcel of land lying and situated in the J.L. Purvis Survey, Abstract No. 1228, Tarrant County, Texas, being a portion of the Union Pacific Railroad (100 foot right- of-way formerly known as the Texas & Pacific Railway Company), being a portion of that certain 84.24 foot by 100.28 foot parcel described in the License Agreement between Texas & Pacific Railway Company and the City of Fort Worth, according to City Secretary Contract No. 3839 and Railway File No. 1184-633 Audit No. TC21984, and being more particularly described as follows: BEGINNING at a point lying in Miller Street (84 foot right-of-way per City of Fort Worth Transportation & Public Works Vault File No. K-177) on the former southerly line of Lot 22, Block 9, Clairemont Place Addition, according to the plat recorded under Volume 922, Page 457 of the Plat Records of Tarrant County, Texas, the southerly line of that certain tract of land described in the deed from Leavy A. Townsend and wife, Naomi Cooper Townsend to the City of Fort Worth, executed November 29, 1957, recorded under Volume 3167, Page 265 of the Deed Records of Tarrant County, Texas, said point bears South 26 degrees 18 minutes 00 seconds West 174.61 feet from a 1/2" iron rod found lying in the southerly right-of-way line of Hawlett Street (50 foot right-of-way per plat) at the northeast corner of Lot 23, Block 9 of said Addition, the northeast corner of that certain tract of land described in the deed from Elsie Alene Prine to the City of Fort Worth, executed December 9, 1957, recorded under Volume 3169, Page 564 of the Deed Records of Tarrant County, Texas, being the northwest corner of Lot 24, Block 9 of said Addition; THENCE South 06 degrees 25 minutes 30 seconds West 30.80 feet to a point; THENCE South 04 degrees 31 minutes 40 seconds East 14.71 feet to a point; THENCE South 85 degrees 28 minutes 20 seconds West 6.00 feet to a point; THENCE North 04 degrees 31 minutes 40 seconds West 15.29 feet to a point; THENCE North 06 degrees 25 minutes 30 seconds Esat 30.20 feet to a point lying in the northerly right-of-way of said Railroad on the southerly line of said Lot 22, said point bears South 24 degrees 27 minutes 13 seconds East 159.92 feet from a 1/2" iron rod found lying in the southerly right-of-way line of said Hawlett Street, being the northwest corner of Lot 21, Block 9 of said Addition, the northeast corner of Lot 20, Block 9 of said Addition; THENCE North 85 degrees 21 minutes 36 seconds East along the common line between said Railroad and said Block 9 and partially along the northerly line of said License Agreement parcel, 6.11 feet to the point of beginning and containing 273.0 square feet of land, as surveyed on the ground September 24, 2014 by the City of Fort Worth. See survey map attached hereto and made a part hereof. TRANSPORTATION AND PUBLIC WORKS DEPARTMENT SURVEYING SERVICES TIDE CM OF FORT WORTH * 8851 Camp Bowie Blvd West * FORT WORTH, TEXAS 76116 817 392-7925 * FAX 817-392-7895 FORT WORTH LEGAL DESCRIPTION TRACT 2 —193.4 Sq. Ft. J.L. Purvis Survey, Abstract No. 1228 Tarrant County, Texas All that certain lot, tract or parcel of land lying and situated in the J.L. Purvis Survey, Abstract No. 1228, Tarrant County, Texas, being a portion of the Union Pacific Railroad (100 foot right- of-way formerly known as the Texas & Pacific Railway Company), being a portion of that certain 84.24 foot by 100.28 foot parcel described in the License Agreement between Texas & Pacific Railway Company and the City of Fort Worth, according to City Secretary Contract No. 3839 and Railway File No. 1184-633 Audit No. TC21984, and being more particularly described as follows: BEGINNING at a point lying in Miller Street (84 foot right-of-way per City of Fort Worth Transportation & Public Works Vault File No. K-177), said point bears South 04 degrees 40 minutes 23 seconds East 22.93 feet from the southeast corner of the simultaneously described Tract 1 surveyed on this date; THENCE South 04 degrees 58 minutes 21 seconds East 16.15 feet to a point; THENCE South 02 degrees 06 minutes 41 seconds West 16.10 feet to a point lying on the southerly right-of-way line of said Railroad, the southerly line of that said License Agreement parcel; THENCE South 85 degrees 21 minutes 36 seconds West along the common line of said Railroad and said License Agreement parcel, at 3.16 feet passing the northeast corner of Block 1, East Gate Center, according to the plat recorded under Volume 388-8, Page 118 of the Plat Records of Tarrant County, Texas, the northeast corner of that certain tract of land described in the General Warranty Deed from Suzanne Hill dba Hill Company to Iglesia Pentecostes Valor Y FE, executed April 4, 2003, recorded under Volume 16570, Page 209 of the Official Public Records of Tarrant County, Texas, continuing along the common line between said Railroad and said Block 1 in all 6.04 feet to a point lying in the northerly line of said Block 1; THENCE North 02 degrees 06 minutes 41 seconds East 16.44 feet to a point; THENCE North 04 degrees 58 minutes 21 seconds West 15.77 feet to a point; THENCE North 85 degrees 01 minutes 39 seconds East 6.00 feet to the point of beginning and containing 193.4 square feet of land, as surveyed on the ground September 24, 2014 by the City of Fort Worth. See survey map attached hereto and made a part hereof. TRANSPORTATION AND PUBLIC WORKS DEPARTMENT SURVEYING SEItyjcp Ttww Crrl' or FORT Wokul * 8851 Camp Bowie Blvd West * FORT Wowni, TEXAS 76116 817 392-7925 * FAX 817-392-7895 EXHIBIT A 3 To Public Highway At -Grade Crossing Improvement Agreement Cover Sheet for the Survey Prints LICENSE AREA UPRRCO. R/YI OUTLINED richibit A CARD 0290193.dgn FILENAME \ 2201 K /\, SCAN F ILENAME 2901--93oeriol.ti-f sIII . emus ... lb IMP • NOTE: BEFORE YOU BEGIN ANY WORKSEE AGREEMENT FOR FIBER OPTIC PROVISIONS. • p • UNION PACIFIC RAILROAD COMPANY FORT NORTH, TARRANT COUNTY, TX M.P. 241.8 - DALLAS SUB. TO ACCOMPANY AGREEMENT WITH CITY OF FORT WORTH TP TX V-6 / S-38A SCALE: 1" = 1001 OFFICE OF REAL ESTATE Oh1AHA, NEBRASKA DATE: 10-27-2014 NLP FILE: 2901-93 EXHIBIT B To Public Highway At -Grade Crossing Improvement Agreement Cover Sheet for the General Terms and Conditions UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT -GRADE CROSSING (Improvement Agreement) Form Approved, AVP-Law BUILDING AMERICA' EXHIBIT B TO PUBLIC HIGHWAY AT -GRADE CROSSING IMPROVEMENT AGREEMENT GENERAL TERMS AND CONDITIONS SECTION 1. CONDITIONS AND COVENANTS UNION PACIFIC 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 Enhanced Roadway to conform with all tracks within the Crossing Area. C. The right hereby granted is 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 Enhanced 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. CONSTRUCTION OF PROJECT A. The Political Body, at its expense, will apply for and obtain all public authority required by law, ordinance, rule or regulation for the Project, and will furnish the Railroad upon request with satisfactory evidence that such authority has been obtained. B. Except as may be otherwise specifically provided herein, the Political Body, at its expense, will furnish all necessary labor, material and equipment, and shall construct and complete the Project and all appurtenances thereof. The appurtenances shall include, without limitation, all necessary and proper highway warning devices (except those installed by the Railroad within its right of way) and all necessary drainage facilities, guard rails or barriers, and right of way fences between the Enhanced Roadway and the railroad tracks. Upon completion of the Project, the Political Body shall remove from the Railroad's property all temporary structures and false work, and will leave the Crossing Area in a condition satisfactory to the Railroad. C. All construction work of the Political Body upon the Railroad's property (including, but not limited to, construction of the Enhanced Roadway and all appurtenances and all related and incidental work) shall be performed and completed in a manner satisfactory to the Assistant Vice President Engineering -Design of the Railroad or his authorized representative and in compliance with the Plans, and other guidelines furnished by the Railroad. General Terms & Conditions Page 1 of 6 Exhibit B UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT -GRADE CROSSING (Improvement Agreement) Form Approved, AVP-Law BUILDING AMERICA' wooed PACIFIC 1IlI D. All construction work of the Political Body shall be performed diligently and completed within a reasonable time. No part of the Project shall be suspended, discontinued or unduly delayed without the Railroad's written consent, and subject to such reasonable conditions as the Railroad may specify. It is understood that the Railroad's tracks at and in the vicinity of the work will be in constant or frequent use during progress of the work and that movement or stoppage of trains, engines or cars may cause delays in the work of the Political Body. The Political Body hereby assumes the risk of any such delays and agrees that no claims for damages on account of any delay shall be made against the Railroad by the State and/or the Contractor. SECTION 3. 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 4. 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 5. MAINTENANCE AND REPAIRS A. The Political Body shall, at its own sole expense, maintain, repair, and renew, or cause to be maintained, repaired and renewed, the entire Crossing Area and Roadway, except the portions between the track tie ends, which 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 some surfacing material other than the original consruction material, 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 6. 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 Enhanced Roadway to conform with the change of grade of the trackage. SECTION 7. REARRANGEMENT OF WARNING DEVICES If the change or rearrangement of any warning device installed hereunder is necessitated for public or Railroad convenience or on account of improvements for either the Railroad, highway or both, the parties will apportion the expense incidental thereto between themselves by negotiation, agreement or by the order of a competent authority before the change or rearrangement is undertaken. 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 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. General Terms & Conditions Page 2 of 6 Exhibit B UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT -GRADE CROSSING (Improvement Agreement) Form Approved, AVP-Law BUILDING AMERICA* 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, 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. Flaa&ing. (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 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 and defend free of cost to the Railroad, for any such fine, penalty, cost, or charge, including without limitation attorney's fees, court costs and expenses. General Terms & Conditions Page 3 of 6 Exhibit B UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT -GRADE CROSSING (Improvement Agreement) Form Approved, AVP-Law BUILDING AMERICA' 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. The responsibility of the Political Body for safe conduct and adequate policing and supervision of the Project shall not be lessened or otherwise affected by the Railroad's approval of plans and specifications, or by the Railroad's collaboration in performance of any work, or by the presence at the work site of the Railroad's representatives, or by compliance by the Political Body with any requests or recommendations made by such representatives. If a representative of the Railroad is assigned to the Project, the Political Body will give due consideration to suggestions and recommendations made by such representative for the safety and protection of the Railroad's property and operations. G. Susnension 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. 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 the advance notice to the Railroad that is required under the Contractor's Right of Entry Agreement. M. Fiber Ontic 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. Political Body shall telephone the Railroad during normal business hours (7:00 a.m. to 9:00 p.m. Central General Terms & Conditions Page 4 of 6 Exhibit B UNION PACIFIC RAILROAD COMPANY PUBLIC HIGHWAY AT -GRADE CROSSING (Improvement Agreement) Form Approved, AVP-Law BUILDING AMERICA' 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 premises to be used by the Political Body. If it is, Political Body will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the Railroad's premises. 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 this 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. 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. If the Political Body ceases using the Crossing Area as a public road crossing in accordance with the terms and conditions set forth in this Agreement and such cessation continues for a period of eighteen (18) months, then at any time prior to the Political Body's resumption of such use, the Railroad shall have the right to terminate this Agreement by delivering a termination notice to the Political Body. C. The Political Body will surrender peaceable possession of the Crossing Area and Roadway upon termination of this Agreement. Termination of this Agreement shall not affect any rights, obligations or liabilities of the parties, accrued or otherwise, which may have arisen prior to termination. SECTION 13. MODIFICATION - ENTIRE AGREEMENT 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 and Exhibits attached hereto and made a part hereof constitute the entire understanding between the Political Body and the Railroad and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral, with respect to the work or any part thereof. General Terms & Conditions Page 5 of 6 Exhibit B EXHIBIT C To Public Highway At -Grade Crossing Improvement Agreement Cover Sheet for the Railroad's Material & Force Account Estimate ESTIMATE OF MATERIAL AND FORCE ACCOUNT WORK BY THE UNION PACIFIC RAILROAD THIS ESTIMATE GOOD FOR 6 MONTHS EXPIRATION DATE IS DESCRIPTION OF WORK: 2014 RECOLLECT PROGRAM DALLAS SUBDIVISION MP 241.86 DOT #794997G MILLER ROAD INSTALL 1 SET CONCRETE ON CONCRETE (#1TRK) 2 SETS ON WOOD NUMBER(2 TRK) PID: 88328 AWO: 26064 SERVICE UNIT: 11 CITY: POLY DESCRIPTION ENGINEERING WORK ENGINEERING LABOR ADDITIVE 211% TOTAL ENGINEERING SIGNAL WORK LABOR ADDITIVE 211% SIGNAL TOTAL SIGNAL TRACK & SURFACE WORK BALAST BILL PREP FEE CONTIE ENVIRONMENTAL - PERMITS FOREIGN LINE FREIGHT HOMELINE FREIGHT LABOR ADDITIVE 211% MATL STORE EXPENSE OTM RDXING SALES TAX TRK-SURF,LIN XTIE TOTAL TRACK & SURFACE AND DATE: :2015-01-12 2014-07-14 MP,SUBDIV: 241.86, DALLAS STATE: TX QTY UNIT LABOR MATERIAL RECOLL UPRR 2.00 CL 5.00 EA 24.00 TF 11.00 EA 2336 4930 2336 4930 TOTAL 2336 4930 7266 2128 1008 10 7266 2128 1018 7266 2128 1018 3136 10 8 1818 900 391 10 251 900 11138 108 1220 256 1320 6333 399 556 6150 1221 3146 1826 900 391 10 251 900 11138 108 1476 7653 399 556 7371 3146 1826 900 391 10 251 900 11138 108 1476 7653 399 556 7371 20392 12587 LABOR/MATERIAL EXPENSE RECOLLECTIBLE/UPRR EXPENSE ESTIMATED PROJECT COST EXISTING REUSEABLE MATERIAL CREDIT SALVAGE NONUSEABLE MATERIAL CREDIT RECOLLECTIBLE LESS CREDITS 30794 12597 32979 43391 0 0 0 32979 43391 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. EXHIBIT D To Public Highway At -Grade Crossing Improvement Agreement Cover Sheet for the Railroad's Form of Contractor's Right of Entry Agreement OULtd•'as Ail Cer n A' UPRR Folder No. 2901-93 UPRR Audit No.: (Audit Number) CONTRACTOR'S RIGHT OF ENTRY AGREEMENT (TEXAS CITIES/COUNTIES) THIS AGREEMENT is made and entered into as of the day of , 20 , by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Railroad"); and (NAME OF CONTRACTOR) a corporation ("Contractor"). RECITALS: Contractor has been hired by the City of Fort Worth ("Public Agency") to perform work relating to the improvements of the crossing surface and the addition of sidewalks to the existing Miller Avenue (DOT No. 794-997G) at -grade public road crossing (the "work"), with all or a portion of such work to be performed on property of Railroad in the vicinity of Railroad Mile Post 241.86 on Railroad's Dallas Subdivision located at or near Fort Worth, in Tarrant County, State of Texas, as such location is in the general location shown on the Railroad Location Print marked Exhibit A, and as detailed on the Detailed Prints collectively marked Exhibit A-1, each attached hereto and hereby made a part hereof, which work is the subject of a contract dated between Railroad and the Public Agency. (Date of C&MAgreement) Railroad is willing to permit Contractor 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 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. 2901-93 Articles of Agreement Page 1 of 3 Exhibit D 2901-93 auIL:.;11‘4 w, ;��►:�,�;` 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 any work described in the Recitals above. The right herein granted to Contractor is limited to those portions of Railroad's property specifically described herein, or as designated by the Railroad Representative named in Article 4. ARTICLE 3 - TERMS AND CONDITIONS CONTAINED IN EXHIBITS B.. C AND D. The 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. Contractor or the Public Agency, as determined by the Railroad and the Public Agency, shall bear any costs or expenses incurred by Railroad for flagging or other protective services. B. Contractor shall coordinate all of its work with the following Railroad representative or his or her duly authorized representative (the "Railroad Representative"): MARC A. CHIDGEY MGR TRACK MNTCE 101 S WAT S ON RD ARLINGTON, TX 76010 Work Phone: 817-353-7089 Cell Phone: 817-505-5955 KRISTOPHER D. KEITH MGR SIGNAL MNTCE 5701 W VICKERY BLVD FORT WORTH, TX 76107 Work Phone: 817-353-7174 Cell Phone: 682-438-7524 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 plans 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 - TERM: TERMINATION. A. The grant of right herein made to Contractor shall commence on the date of this Agreement, and continue until unless sooner terminated as herein provided, or (Expiration Date) at such time as Contractor has completed its work on Railroad's property, whichever is earlier. Contractor agrees to notify the Railroad Representative in writing when it has completed its work on Railroad's property. Articles of Agreement Page 2 of 4 Exhibit D SCJliatAriti. M 4, enniii.,k B. This Agreement may be terminated by either party on ten (10) days written notice to the other party. ARTICLE 6 - CERTIFICATE OF INSURANCE. A. Before commencing any work, Contractor will provide Railroad with (i) the 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/or endorsements shall be sent to: Union Pacific Railroad Company 1400 Douglas Street, MS 1690 Omaha, NE 68179-1690 UPRR Folder No. 2901-93 ARTICLE 7 - 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 Railroad Representative in connection with the work on Railroad's property, and any right of Contractor shall be suspended until such removal has occurred. Contractor shall indemnify Railroad against any claims arising from the removal of any such employee from Railroad's property. ARTICLE 8 - EXPLOSIVES. Explosives or other highly flammable substances shall not be stored on Railroad's property without the prior written approval of Railroad. ARTICLE 9 - 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 due 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 noncompliance. 2901-93 Articles of Agreement Page 3 of 4 Exhibit D 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 No. 94-6001323) Signed By: JASON E. MASHEK Manager Real Estate (Name of Contractor) Signed By: Printed Name: Title: 2901-93 Articles of Agreement Page 4 of 4 Exhibit D EXHIBITS A & A�'I TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Shall be the Railroad Location Print & Detailed Prints Railroad Location & Detailed Prints Page 1 of 1 1..) hi 1 1:114 PACIFIC Exhibits A &A 1 euitctu c-AM!RICi!' ;XHIBIT TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT GENERAL TERMS AND CONDITIONS Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING. UKIci PACIRC nun 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 thirty (30)-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 thirty (30) days notice prior to the cessation of the need for a flagman. If thirty (30) days notice of cessation is not given, Contractor will still be required to pay flagging charges for the thirty (30) 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 General Terms & Conditions Page 1 of 4 Exhibit B BUltDI -*MERt 1— freely done at any time or times by Railroad without liability to Contractor or to any other party for compensation or damages. B. The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of 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 ©PLRATIONS 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 Toss 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. General Terms & Conditions Page 2 of 4 Exhibit EUILDING-AMERICA Section 6. PERMITS si COMPLIANCE WITH LAWS. u mice. PAt1l1C 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 minimum comply with Railroad's safety standards listed in 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 ("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 ASSUMES 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 RAILROAD UNDER THIS 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 General Terms & Conditions Page 3 of 4 Exhibit B BUILDING -At UMICI1 PACIFIC 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 RAILROAD. 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 TI=1IS 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. 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 in 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 v 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. General Terms & Conditions Page 4 of 4 Exhibit B BUILDING-AMERICA EXHIBIT C TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT INSURANCE REQUIREMENTS UKICl1 PACIFIC 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 Tess than $2,000,000 each occurrence and an aggregate limit of not less than $2,000,000. 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 (or a substitute form providing equivalent liability coverage) with a combined single limit of not Tess $2,000,000 for each accident. 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 of Texas. 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: o 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 35 12 04 (or a substitute form providing equivalent coverage) on behalf of Railroad as named insured, with a limit of not Tess 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 Tess coverage than the primary policy. F. POLLUTION LIABILITY INSURANCE. Pollution liability coverage must be written on ISO form Pollution Liability Insurance Requirements Page 1 of 2 Exhibit C NUIL-DING-AMERICA UMsfin PACIFIC Coverage Form Designated Sites CG 00 39 12 04 (or a substitute form providing equivalent liability coverage), with limits of at least $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. I. 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 of Texas. ! . 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. Insurance Requirements Page 2 of 2 Exhibit C UNION PACIFIC RAILROAD COMPANY CROE (TEXAS CITIES/COUNTIES) Standard Form Approved, AVP-Law: 03/01/13 EXHIBIT D TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT MINIMUM SAFETY REQUIREMENTS BUILDING AMERICA' The term "employees" as used herein refer to all employees of Contractor as well as all employees of any subcontractor or agent of Contractor. I. 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 prevent catching. iii. Footwear that covers their ankles and has a defined heel. wear safety -toed footwear that conforms to the American footwear requirements. are worn, the trouser bottoms must be tied to Employees working on bridges are required to National Standards Institute (ANSI) and FRA 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) 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 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: Maintain a distance of twenty-five (25) feet to any track unless the Railroad Representative is present to authorize movements. Minimum Safety Requirements Page 1 of 2 Exhibit D UNION PACIFIC RAILROAD COMPANY CROE (TEXAS CITIES/COUNTIES) Standard Form Approved, AVP-Law: 03/01/13 BUILDING AMERICA' 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 Tess 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. Minimum Safety Requirements Page 2 of 2 Exhibit D