Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 38136-A5
CITY I aCRETARY CONTR;jCT NO. FIFTH AMENDMENT TO FORMAL AGREEMENT v SOUTHWEST PARKWAY/SH 121 THIS FIFTH AMENDMENT TO FORMAL AGREEMENT (this "Amendment") is made and entered into as of the 23`d day of September, 2009 (the "Effective Date"), by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (the "Railroad"), the NORTH TEXAS TOLLWAY AUTHORITY, a regional tollway authority and political subdivision of the State of Texas (the "NTTA"), the CITY OF FORT WORTH, TEXAS, a Texas home -rule municipality (the and the TEXAS DEPARTMENT OF TRANSPORTATION, an agency of the State of Texas ("TxDOT"). The Railroad, the NTTA, the City and TxDOT are herein collectively called the "Parties". RECITALS: A. The Railroad, the NTTA, the City and TxDOT (TxDOT, the NTTA and the City are sometimes herein collectively called the "Project Partners"), entered into that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, as amended by First Amendment to Formal Agreement dated as of May 19, 2009, Second Amendment to Formal Agreement dated as of June 17, 2009, Third Amendment to Formal Agreement dated as of August 20, 2009 and Fourth Amendment to Formal Agreement dated as of September 1, 2009 (as amended, the "Formal Agreement"), pursuant to which the Railroad and the Project Partners established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 ("S WP/SH 121 "). B. Part of the development of SWP/SH 121 involves (i) the design and construction of the 14%ni two new SWP/SH 121 Bridges and the new Hulen Street Bridge, (ii) the design and construction of certain retaining walls and related drainage systems at various locations along the boundaries separating the North Mainline Bypass Tracks and other portions of the Railroad's Davidson Yard from the right of way of SWP/SH 121 and other properties of the Project Partners (the "NTTA Retaining_ Walls"), (iii) the demolition of the now -existing bridge carrying Hulen Street, all of which shall take place upon, over, across or adjacent to the Davidson Yard, which is owned and operated by the Railroad, and (iv) the re- construction of the so-called Rosedale Connectors connecting West Rosedale Street to I1130 and the reconstruction of the West Rosedale Street bridge (collectively, the "Crossing Project"). C. In connection with the Crossing Project, (i) the Railroad will design and construct the 4+4+4 Plan, including the design and construction of the North Mainline Bypass Tracks (other than certain components to be designed and constructed by NTTA, as hereinafter provided), (ii) the Railroad will design and construct certain retaining walls and related drainage systems at various locations along the boundaries separating the North Mainline Bypass Tracks and other portions of the Railroad's Davidson Yard from the right of way of SWP/SH 121 and other properties of the Project Partners (the "Railroad Retaining Walls"), and (iii) the Railroad has elected to design and construct the Trinity River Railroad Bridge, the easterly extension of trackage and certain other related improvements (collectively, the "Railroad Project"). D. In connection with the Crossing Project, the City will design and construct certain relocated and new water and sewer lines under the Railroad's Davidson Yard as part of the development of SWP/SH 121 (the "Cily Utility Work"). E. Section IILL. of the Formal Agreement (i) acknowledged that, as of the date of execution `OV, of the Formal Agreement, the design, investigation and due diligence of, and with respect to, the Crossing Rd "41 Y Sr�,mr_ IARY 1 10-U-u9 P01 • 4 OoRTH, TX DAL:0567318/47205:1851513v 10 Project, the Railroad Project and the City Utility Work (collectively, the "Project') had not progressed to .�.i a point that would enable the Parties to (1) establish a mutually acceptable Construction Schedule for the Project, (2) determine that the Parties' respective structures would coexist, (3) identify the respective property interests that the Parties would require from third parties and from one another for the Project, (4) determine whether the necessary Permits for the Project could be obtained on a timely basis and on reasonably acceptable terms and conditions, (5) determine whether the environmental condition of the relevant properties was satisfactory, and (6) determine the financial feasibility and availability of funds for the Project (collectively, the "Conditions Precedent"); and (ii) afforded the Parties the right to terminate the Formal Agreement if such Conditions Precedent had not been addressed to their satisfaction by September 23, 2009. F. The Parties desire to enter into this Amendment to establish (i) their understandings and agreements with respect to the status of the Conditions Precedent as of the Effective Date, and (ii) their agreement with respect to certain other matters that have been identified since the date of execution of the Formal Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties mutually agreed, as follows: 1. Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Formal Agreement. 2. September 23`d Documents. Simultaneously with the execution of this Amendment, the Parties (as applicable) have executed and delivered the following documents, each dated as of September 23, 2009: (a) This Amendment; (b) Construction Coordination Agreement between the NTTA, the City and the Railroad (the "Coordination Agreement"); (c) Temporary Permit Agreement (UPRR Construction Staging Area) from TxDOT to the Railroad; (d) License Agreement (UPRR Construction Area) from TxDOT to the Railroad; (e) Temporary Permit Agreement (UPRR Construction Staging Area) from the City to the Railroad; (f) Right of Entry Agreement from the City to the Railroad; (g) Temporary Permit Agreement (NTTA Construction Area) from TxDOT to the NTTA; (h) Temporary Permit Agreement (NTTA Construction Area) from the City to the NTTA; 2 DA1,:0567318/47205:1851513v 10 (i) Southwest Parkway (Tarrant County) Financial Assistance Agreement (Toll Equity Grant) between TxDOT and the NTTA regarding the $49,870,000 toll equity grant (the "First Financial Agreement"); and 0) Southwest Parkway and Chisholm Trail (Tarrant and Johnson Counties) Financial Assistance Agreement (Construction, Right -of -Way, and Study Costs) between TxDOT and the NTTA (the "Second Financial Agreement" and, together with the First Financial Agreement, the "Financial Agreements"). The Parties expressly stipulate and agree that each of the September 23`d Documents may be executed in multiple counterparts; each such counterpart of a September 23`d Document for all purposes is deemed an original, and all counterparts of any such September 23`d Document shall collectively constitute one agreement, whether or not the September 23`d Documents expressly so provides. Signatures of any September 23�d Document transmitted by facsimile or via electronic mail (*.pdf or similar file types) shall be valid and effective to bind the Party so signing. Approval of Plans and Construction Schedule. (a) A schedule of the NTTA's Crossing Project plans and designs that have been submitted to and approved by the Railroad as of the Effective Date is attached as Exhibit E-1 to the Coordination Agreement, subject only to the resolution to the mutual satisfaction of the NTTA and the Railroad of UPRR Review Comments to Section 1 dated August 26, 2009, UPRR Review Comments to Section 2 dated August 26, 2009 and the UPRR — Wilson Review Comments to Section 2B dated September 1, 2009, also attached as Exhibit E-1 to the Coordination Agreement (the term "resolved" as set forth on such Review Comments means, with respect to any comment, that the Railroad and the NTTA have agreed on an approach for ,%Moe addressing the Railroad's comment, which is subject to documentation in revised plans and designs that confirm the resolution of the comment in the agreed manner). The plans and designs for the City Utility Work shall be developed by the City and submitted for approval by the Railroad as needed to comply with the Construction Schedule. A schedule of the Railroad's plans and designs for the Railroad Project that have been submitted to and approved by the NTTA as of the Effective Date is attached as Exhibit E-2 to the Coordination Agreement. The procedures for the Parties to submit Project plans and designs, and to submit changes to approved Project plans and designs, to one another for approval are set forth in the Coordination Agreement, including, without limitation, Section 1.13 of Exhibit C-1 thereto. (b) A Construction Schedule for the Project that has been approved by the NTTA, the City and the Railroad is attached as Exhibit G to the Coordination Agreement. The Construction Schedule is subject to amendment from time to time in accordance with, and as contemplated by, the Formal Agreement, Section 11 of the Coordination Agreement and Section 1.15.0 of Exhibit C-1 to the Coordination Agreement. (c) Notwithstanding anything contained in Section III.E.2, III.E.4, III.E..6 or Attachment 4 of the Formal Agreement to the contrary, the Railroad agrees that the NTTA is authorized to enter the Davidson Yard and to perform those portions (and only those portions) of Crossing Project that, pursuant to the approved Construction Schedule, are scheduled to be commenced prior to the expiration of the UPRR Construction Period (as defined in the Formal Agreement, as amended hereby), including, without limitation, those portions of the Crossing Project specified in Schedule 6, attached hereto and incorporated herein, as and when contemplated by the Construction Schedule and the Coordination Agreement, subject to DAL: 0567318/47205:1851513 v 10 compliance with the Construction Schedule and the terms of the Coordination Agreement regarding entry onto the Davidson Yard. (d) Section III.E.4 of the Formal Agreement is hereby amended by deleting the last sentence thereof in its entirety and substituting the following in place thereof: The milestones in the Construction Schedule shall constitute guidelines (rather than deadlines which serve as events of default) and in no event will any Party be liable in damages if that Party misses any such milestone (although there may be other consequences, such as extension of another Parry's Construction Period, as specified elsewhere in this Formal Agreement and/or the Coordination Agreement); however, if the failure of a Party to perform any work contemplated to be performed by such Party under this Formal Agreement in accordance with the Construction Schedule (a "Schedule Failure") makes it Excessively Difficult for another Party to perform any work contemplated to be performed by such other Party under this Formal Agreement in accordance with the Construction Schedule, then such other Party shall be entitled, at its option and only after giving at least five (5) business days prior written notice to the other Parties of its intention to do so, to mitigate the impact of the Schedule Failure on such other Party by performing elements of its work under this Formal Agreement in such other order (than contemplated by the Construction Schedule) as is commercially reasonable under the circumstances. As used herein, the term "Excessively Difficult" means that the performance of the work by a Party is rendered impossible by such other Party's failure or will be materially more costly to perform in light of such other Parry's failure, the determination of materiality to take into account (i) the percentage increase in the applicable cost, (ii) the absolute increase in the applicable cost measured against the aggregate cost of all work to be preformed by such Party under this Formal Agreement, and (iii) the cost impact to the Party failing to perform as a result of the performing Parry's proposed re -sequencing of its work. (e) Notwithstanding anything in Section III.E.5 or any other provision of the Formal Agreement to the contrary, the Parties agree that (i) the "UPRR Construction Period", as such term is used herein and in the Formal Agreement, shall commence on the Effective Date and shall terminate on March 26, 2012, subject to extension for the reasons specified in clauses (i) — (vii) of Section III.E.5(b), provided that clause (v) is hereby amended by deleting both references therein to "the NTTA" and substituting "the NTTA or the City" in place thereof; and (ii) all references in the Formal Agreement to a "December 31, 2012 scheduled opening date for SWP/SH 121" or words to similar effect are amended to refer instead to a "March 28, 2013 scheduled opening date for the portion of SWP/SH 121 containing the Crossing Project". (f) The Parties agree that the design of the Project has advanced sufficiently (i) to prepare the Construction Schedule, as well as to address the work abatement issue discussed in the concluding sentence of Section III.G.4. of the Formal Agreement (as addressed in Section 12 of this Amendment), and (ii) to confirm that (A) the Parties' respective structures will coexist (including, without limitation, Hi 30) without impairing the safety, productivity, construction costs, or efficient operation of their respective operations, (B) the Crossing Project design addresses to the Railroad's satisfaction the issues discussed in Section III.F.2. of the Formal Agreement, and (C) the retaining walls to be constructed by the Parties are acceptable to the Parties, as further addressed in the Coordination Agreement and Section 8 of this Amendment (subject to mutual resolution of certain comments as provided in Section 3(a) above). Accordingly, the Parties hereby waive their rights to terminate the Formal Agreement pursuant to ,%env, Section III.L.1 thereof. 4 DAL:0567318/47205:1851513 v 10 4. Property Interests. (a) Each of the Railroad, the NTTA and the City acknowledge and agree that the temporary rights granted to it pursuant to (as applicable) each of the agreements listed in Sections 2(c) — 2(h) of this Amendment, together with the temporary rights granted to the City and the NTTA pursuant to Section 3 and Section 8 of the Coordination Agreement (collectively, the "Temporary Rights"), are collectively sufficient to permit the commencement by each of them of their respective portions of the Project. Further, the Parties stipulate and agree that, as of the Effective Date, the Parties have approved the forms of the following documents and legal descriptions, and the Parties agree to execute and deliver all such documents simultaneously with completion of the acquisition of the property rights being obtained by UPRR from TxDOT pursuant to the Deed Without Warranty referenced in Section 4(a)(iii) and Section III.H.4 of the Formal Agreement, to effect the transfer of the permanent property interests required for the Railroad Project, the Crossing Project and the City Utility Work, subject to Section 6(a) regarding the Affected Parcel, as such term is defined therein (the date of such transfers, the "Permanent Property Interest Transfer Date"): (i) Deed Without Warranty from UPRR to NTTA in the form attached hereto as Exhibit A-1, conveying the property described on Exhibit B-1; (ii) Deed Without Warranty from the UPRR to TxDOT in the form attached hereto as Exhibit A-2, conveying the property described on Exhibit B-2; (iii) Deed Without Warranty from TxDOT to UPRR in the form attached hereto as Exhibit A-3, conveying the property described on Exhibit B-3; `../ (iv) Deed Without Warranty from the City to NTTA in the form attached hereto as Exhibit A-4, conveying the property described on Exhibit B-4; (v) Deed Without Warranty from the City to TxDOT in the form attached hereto as Exhibit A-5, conveying the property described on Exhibit B-5; (vi) Grant of Permanent Easement for Highway Overpass from the Railroad to the NTTA in the form attached hereto as Exhibit A-6, granting an easement with respect to the property described on Exhibit B-6; (vii) Grant of Permanent Easement for Highway Overpass from the Railroad to the City in the form attached hereto as Exhibit A-7, granting an easement with respect to the property described on Exhibit B-7; (viii) Access and Maintenance Easement Agreement between the Railroad and the NTTA in the form attached hereto as Exhibit A-8, affecting the property described on Exhibit B-8; (ix) Access and Maintenance Easement Agreement between the Railroad and the City in the form attached hereto as Exhibit A-9, affecting the property described on Exhibit B-9; (x) Retaining Wall Access and Maintenance Easement Agreement between the Railroad and the NTTA in the form attached hereto as Exhibit A-10, affecting the `W, property described on Exhibit B-10A and Exhibit B-10B, provided that such Exhibit B- DAL:0567318/47205:1851513v10 10A shall be replaced with the final approved Wall Plans (as such term is defined therein) on or before the Permanent Property Interest Transfer Date (such Retaining Wall Access and Maintenance Easement Agreement, together with the Grant of Permanent Easement for Highway Overpass described in clause (vi) above and the Access and Maintenance Easement Agreement described in clause (viii) above, collectively, the "Permanent NTTA Easements"); (xi) Retaining Wall Access and Maintenance Easement Agreement between the Railroad and the TxDOT in the form attached hereto as Exhibit A-11 (the "UPRR/TxDOT Retaining Wall Easement"), affecting the property described on Exhibit B-11A and Exhibit B-1113, provided that such Exhibit B-11A shall be replaced with the final approved NTTA Wall Plans (as such term is defined therein) on or before the Permanent Property Interest Transfer Date, and Exhibit B-1IB shall be replaced with the final approved UP Wall Plans (as such term is defined therein) on or before the Permanent Property Interest Transfer Date; (xii) First Amendment to Rosedale Overpass Agreement between TxDOT, the City, the Railroad and the NTTA in the form attached hereto as Exhibit A-12, granting an easement with respect to the property described on Exhibit B-12A and Exhibit B- 1213; (xiii) Two (2) Pipeline Crossing Easement Agreements (Water) and two (2) Pipeline Crossing Easement Agreement (Sewer) from the Railroad to the City, each in the form attached hereto as Exhibit A-13, granting an easement with respect to the property described on Exhibit B-13 (Water) and Exhibit B-14 (Sewer); and ,%wo' (xiv) First Amendment to Drainage and Waterway Agreement between the Railroad and the City in the form attached hereto as Exhibit A-15, granting a license as shown on the approved plans attached as Exhibit B-15. (b) The NTTA has objected to certain matters of title relating to the interests to be transferred by the Railroad to the NTTA. In order to induce the NTTA to waive its right to terminate the Formal Agreement pursuant to Section III.L.2 thereof, the Railroad (i) agrees to execute an Affidavit of Fact in the form attached hereto as Schedule 7 with respect to each Parcel being transferred by the Railroad to the Project Partners pursuant to the Formal Agreement; (ii) agrees not to amend, waive, terminate or release any provisions of that certain Oil and Gas Lease dated as of March 2, 2007, between the Railroad and Chesapeake Exploration Limited Partnership ("Chesapeake"), to the extent that such provisions apply or relate to Chesapeake's operations in the vicinity of the Crossing Project, the Railroad Project or the City Utility Work or the parcels described on Exhibits B-1 or B-2 hereof, which provisions (A) prohibit drilling or the maintenance of structures within two hundred feet (200') or other stipulated minimum distances from railroad tracks, right of ways, buildings or property used for railroad operating purposes, (B) establish minimum Drill Site Spacing Units or spacing rules, (C) establish minimum depths for horizontal drilling, or (D) otherwise establish limits on the Chesapeake's activities that are beneficial to the Railroad and/or its activities within the Davidson Yard; (iii) provide the indemnity included in Section 15 of this Amendment; and (iv) agrees, promptly following the Permanent Property Interest Transfer Date, to obtain and record the release of any deeds of trust or security interests encumbering the parcels to be conveyed by the Railroad to the Project Partners on the Permanent Property Interest Transfer Date as provided herein (but not easement estates, which Railroad represents have priority over such deeds of trust or security interests), and the Railroad agrees to indemnify the Project Partners against all Losses arising from a failure to DAL:0567318/47205:1851513v 10 deliver any such release or from such lack of priority; provided that in the case of liens and security interests that the Railroad knows are no longer valid but have not been released of record, the Railroad may alternatively provide such indemnities or assurances to the title company as may be necessary to enable the title to insure the Project Partners' interests in such real property interests without exception for such liens or security interests. The Parties agree, on or before the Permanent Property Interest Transfer Date, to amend the approved form of the documents described in clauses (vi)-(xi) of Section 4(a) to incorporate the following sentence: "The easements granted hereunder by the Railroad have been created by the Railroad to qualify as "Excepted Encumbrances" (as such term is defined in that certain General (Income) Mortgage dated January 1, 1955 made by the Railroad's predecessor, Missouri Pacific Railroad Company, to Manufacturers Trust Company and Charles Herman, as trustees) having priority over the lien of such General (Income) Mortgage as provided therein." In addition, the Railroad agrees to facilitate discussions between the Project Partners and Chesapeake to increase the minimum depth permitted for horizontal drilling in the area governed by the Oil and Gas Lease from one hundred feet (100') to a greater depth of up to five hundred feet (500'), provided that the Railroad shall have no obligation to incur any cost or liability in connection therewith. (c) Accordingly, the Parties hereby waive their rights to terminate the Formal Agreement pursuant to Section III.L.2 thereof. Permits. (a) The Railroad hereby represents and warrants to the Project Partners that (i) the current status of the Permits to be obtained by the Railroad for and in connection with the Project, other than the approval of the Fort Worth and Western Railroad (the "FWWR") to the construction by the Railroad of a new bridge over the FWWR right-of-way near Mile Post [247.41 ,%.i' (the "FWWR Approval") as originally contemplated by Attachment 10 to the Formal Agreement, is as set forth in Schedule 1 to this Amendment, and (ii) the Railroad reasonably anticipates that it will obtain all its required Permits, other than the FWWR Approval, by January 1, 2010 on terms and conditions reasonably acceptable to the Railroad. The Railroad has been unable to secure the FWWR approval, but has agreed to waive the FWWR Approval and to proceed with the Railroad Project without the FWWR Approval. Accordingly, the Parties hereby stipulate and agree that the FWWR Approval, as originally contemplated by Attachment 10 to the Formal Agreement, is hereby eliminated as a "Permit"; further, the acquisition of the Permits (including, without limitation, the FWWR Approval) shall not be a condition precedent to the commencement of the UPRR Construction Period. (b) Although the Railroad has not obtained the FWWR Approval for the construction by the Railroad of a new bridge over the FWWR right-of-way near Mile Post 1247.41 (the "FWWR Bridge"), the construction of the FWWR Bridge is included as a segment of the Railroad Project within the Construction Schedule. The Railroad represents, warrants and agrees that, if it has not obtained the FWWR Approval by the date required in order for the Railroad to commence construction of the FWWR Bridge when contemplated by the Construction Schedule, (i) the Railroad shall design, and will implement, an alternate arrangement that will permit the Railroad to complete the Railroad Project (excluding the FWWR Bridge) on or before the scheduled expiration date of the UPRR Construction Period, (ii) the failure to obtain the FWWR Approval by such date does not constitute a basis for extending the UPRR Construction Period, and (iii) the alternate arrangement is an interim solution that enables the Railroad to make use of the North Mainline Bypass Tracks and to implement the 4+4+4 Plan, so as to permit the NTTA to construct and complete the Crossing Project at the times and in the sequence contemplated by the Construction Schedule. 7 DAL:0567318/47205:1851513v10 (c) In reliance on the foregoing representations, warranties and agreements by the lftww, Railroad and the foregoing agreements between the Parties with respect to the Permits, the Parties hereby waive their rights to terminate the Formal Agreement pursuant to Sections III.L.3 and III.L.4 thereof. Environmental Status. (a) The Railroad has objected to the environmental condition of Coexistence Parcel 09-10 PT6 (the "Affected Parcel"). In order to address the environmental condition of the Affected Parcel, the Parties agree that the City will be responsible for (i) removing from the Affected Parcel those areas of soil contamination in the Exceedance Zone (defined below) no later than April 1, 2010, and (ii) satisfying applicable monitoring and remediation requirements to address contamination in the groundwater and soil in accordance with the Texas Risk Reduction Program (30 TAC ch. 350) to meet applicable commercial/industrial regulatory levels so that no further action would be required with respect to the Affected Property under the Texas Risk Reduction Program. "Exceedance Zone" shall mean those areas identified in the Enercon Report, dated August 4, 2009 (the "Report") or identified during the course of soil removal process or investigation or other work conducted as part of the VCP Project (defined below) where soil contamination is detected at or above the applicable commercial/industrial regulatory levels established by the Texas Commission on Environmental Quality ("TCEQ"). The City will be responsible for characterizing and disposing of this excavated soil at a properly permitted facility and will be listed as the generator on any waste manifests. Once the City has completed the foregoing soil removal and disposal, Railroad will excavate any additional soils at the Affected Parcel required to be removed in accordance with the approved plans and designs for the Railroad Project; provided that such excavation by the Railroad shall not affect the Project Partners obligations under Section III.J.2 of the Formal Agreement. The Railroad will be authorized to store on the remainder of the parcel more particularly described on Exhibit C attached hereto and incorporated herein ("Parcel 51"), at locations designated by the City, any Railroad excavated soil that the Railroad documents is a Class 2 waste, Class 1 waste, or a hazardous waste (as those terms are defined in 30 TAC ch. 335) or a "petroleum substance waste" (as that term is defined in 30 TAC ch. 334). Disposal of the Railroad excavated soil stored on the remainder of Parcel 51 shall be the responsibility of the City and accomplished in the same manner as for the Exceedance Zone excavated soils. Notwithstanding and in addition to the foregoing soil removal obligations of the City, the City will enter Parcel 51 into the TCEQ Voluntary Cleanup Program and perform such investigation and remediation efforts necessary to obtain a VCP Certificate of Completion based on commercial/industrial use (the "VCP Project"). The VCP Project application will be filed with the TCEQ, listing the Railroad as a co -applicant, prior to the transfer of title to the Affected Parcel to the Railroad. The City will also diligently work toward obtaining a Municipal Setting Designation (the "MSD") which includes Parcel 51. The City will not be required to seek the VCP Certificate of Completion until the MSD is established and approved by the TCEQ. Prior to transfer of title to the Affected Parcel to the Railroad, the City shall provide the Railroad with either a fully executed VCP Certificate of Completion for the Affected Parcel or a no further action letter from the TCEQ or other evidence satisfactory to the Railroad that the TCEQ requires no further action with respect to the Affected Parcel to achieve Texas Risk Reduction Program clean-up standards (hereinafter, the "No Further Action Determination" ), and in the event the No Further Action Determination is not provided the Railroad prior to the time that the conveyances of the permanent property interests pursuant to Section 4 of this Amendment and Section III.H.5 of the Formal Agreement are to occur then, at the written election of the Railroad, the conveyance of the Affected Parcel to the Railroad shall be postponed until the No Further Action Determination has been obtained, in which case the Railroad's Right of Entry from the City respecting the Affected Parcel and the Railroad's Temporary Permit Agreement from TxDOT, as 8 DAL:0567318/47205:1851513 v 10 applicable, shall continue in full force and effect until such time as the No Further Action Determination is provided to the Railroad by the City and the conveyance of the Affected Parcel to the Railroad can occur pursuant to the terms and conditions of this Agreement, with the Railroad, the City and TxDOT agreeing to amend the aforesaid Right of Entry and the Temporary Permit Agreement as necessary to effectuate the foregoing. The City's obligations to complete the performance of its obligations under this Section 6 shall continue notwithstanding any conveyance of the Affected Parcel to TxDOT; in addition, the City's obligation to complete the performance of its obligations under this Section 6 shall continue in the event the Railroad elects to close upon the conveyance of a permanent interest in the Affected Parcel prior to the time the City provides the Railroad with the No Further Action Determination. (b) Each of the Parties waives its right to terminate the Formal Agreement pursuant to Section III.L.5 thereof; provided, however, that the foregoing waiver of right to terminate does not constitute a waiver (i) of the obligations of the City under Section 6(a) of this Amendment, or (ii) by any Party of any rights or remedies it may have against any other Party with respect to the environmental condition of any parcel or property pursuant to the Formal Agreement (including, without limitation, Section III.J. of the Formal Agreement, as supplemented by Section 6(c) of this Amendment) or otherwise. In addition, the Parties agree that the second sentence of Section III.JA of the Formal Agreement is hereby deleted in its entirety, and the following is substituted in place thereof: Each transferring Party's obligation under this Section III.J with respect to a transferred parcel shall survive such transfer and shall not terminate until the later of (i) the date that is thirty (30) days after the Permanent Property Interest Transfer Date, or (ii) the date that is thirty (30) days after the date on which all portions of the Crossing Project, the Railroad Project and the City Utility Work lftwo that are to be performed on such transferred parcel have been completed. (c) The Parties agree that if (i) the Railroad encounters any Hazardous Material that it believes the Project Partners are obligated to address or if the Railroad excavates (or intends to excavate) soil that is identified as containing Hazardous Materials which the Railroad believes the Project Partners are obligated to either accept or reimburse the Railroad for the Incremental Costs associated therewith, or (ii) any Project Partner encounters any Hazardous Material that it believes the Railroad is obligated to address or if any Project Partner excavates (or intends to excavate) soil that is identified as containing Hazardous Materials which the such Project Partner believes the Railroad is obligated to either accept or reimburse such Project Partner for the Incremental Costs associated therewith (any of the foregoing, an "Environmental Condition"), in each case as contemplated by the Formal Agreement, such Party shall promptly so notify the following environmental contacts of the other Parties (the "Environmental Contacts"): Railroad: Union Pacific Railroad Company 24125 Adine Westfield Road Spring, Texas 77373 Attention: Geoffrey Reeder Email:gbreeder@up.com City: City of Fort Worth, Texas Environmental Management Department 908 Monroe Street Fort Worth, Texas 76102 9 DAL:0567318/47205:1851513v 10 Attention: Michael Gange, Assistant Director ,%Mow, . Email: Michael.gange@fortworthgov.org NTTA: North Texas Tollway Authority 5900 W. Plano Parkway, Suite 100 Plano, Texas 75093 Attention: Elizabeth Mow Email: emow@ntta.org The Parties further agree that any notice given by a Party under Section III.J of the Formal Agreement (as supplemented hereby) may be given, in addition to the means currently provided in the Formal Agreement, via electronic mail (*.pdf or similar file types) and shall be effective when sent if sent before 12:00 noon central time and otherwise shall be deemed sent on the next succeeding business day, provided a copy of such notice is also sent pursuant to one of the methods authorized under Section III.P.2 of the Formal Agreement. Any Party may change its Environmental Contact by notifying the other Parties' Environmental Contacts at their then - current notice addresses. Any notice given pursuant to Section III.J of the Formal Agreement (as supplemented hereby) shall be accompanied by such documentation and information as is available to the Party giving the notice (to the extent not already provided to the other Parties) regarding the subject Environmental Condition and the potential impact to the construction schedule (if any) of the Party giving notice arising from the Environmental Condition. 7. Adjustment of Financial Obligations; Financial Viability and Availability of Funds. ,%=goo, (a) The Formal Agreement is hereby amended to provide that the NTTA, rather than the NTTA and the City, shall be solely responsible for fully funding the $95 million financial obligation of the NTTA and the City under Section III.I. of the Formal Agreement, as such $95 million obligation has been adjusted pursuant to this Amendment (the "$95 Million Obligation"), except that the City shall remain liable for fifty percent (50%) of (i) that portion of the $1,500,000 advanced or to be advanced to the Railroad under Section III.I.5 of the Formal Agreement for in- house and third -party costs incurred by the Railroad for design of the 4+4+4 Plan and North Line Bypass Tracks, and (ii) the amounts advanced or to be advanced to the Railroad under the Hump Lead Agreement in connection with the design, construction and testing of the Hump Lead. As of the Effective Date, (A) the City has advanced $0.00, and the NTTA has advanced $0.00, to the Railroad under Section III.I.5 of the Formal Agreement, and (B) the NTTA has advanced $2,211,971.90 to the Railroad under the Hump Lead Agreement, and the City has reimbursed to the NTTA $1,105,985.94 in connection with its obligation to reimburse the NTTA for fifty percent (50%) of such amount advanced by the NTTA to the Railroad. The Railroad, the NTTA and TxDOT acknowledge and agree that the City is hereby released of any and all liability with respect to the $95 Million Obligation, except as expressly provided in the preceding two sentences. (b) The $95 Million Obligation of the NTTA under Section III.I of the Formal Agreement includes a $72 million obligation that is detailed on Attachment 6 to the Formal Agreement and is adjustable pursuant to Sections III.I.3 and III.I.6 of the Formal Agreement. In accordance with Sections III.I.3 and III.I.6 of the Formal Agreement, the Parties agree that the $72 million obligation is hereby amended as set forth on Schedule 2 attached to and incorporated in this Amendment, and that the form of Attachment 6 attached as Schedule 2 to this Amendment lWamp, shall supersede and replace the form of Attachment 6 attached to the Formal Agreement. 10 DAL:0567318/47205:1851513 v 10 (c) The reference in the last sentence of Section III.I.3 to "Attachment 7" is hereby �..o amended to refer to "Attachment 6". The form of Attachment 7 to the Formal Agreement is hereby deleted, and the form of Attachment 7 attached as Schedule 3 to this Amendment is substituted in place thereof. (d) Without altering the NTTA's and the City's payment obligations to the Railroad under the Formal Agreement, the Railroad agrees to reasonably cooperate with the NTTA in providing the supporting documentation required by TxDOT under and pursuant to the Financial Agreements. (e) In reliance on the foregoing, Section III.P.10(c) of the Formal Agreement is hereby deleted in its entirety. (f) The NTTA has provided to the Railroad a copy of the fully executed Financial Agreements between the NTTA and TxDOT. In reliance on the Financial Agreements, and taking into account the adjustment of the Parties' respective financial obligations, as provided in Sections 7(a), 7(b) and 8, the Parties waive their rights to terminate the Formal Agreement pursuant to Section III.L.6 thereof. 8. Maintenance of Retaining Walls. Sections III.C.4, III.I.6 and III.K.1 of the Formal Agreement are hereby deleted in their entirety, and the following (together with the following new Section III.C.5) are substituted in place thereof: III.C.4. By letter dated January 22, 2009, UPRR has elected to construct the Trinity River Railroad Bridge. The Parties agree, in connection with the construction of the Trinity River Railroad Bridge, that (i) the NTTA, in addition to its other retaining .✓ wall obligations provided in this Formal Agreement, will design and construct at its sole cost and expense, and TxDOT shall maintain at its sole cost and expense, the Trinity to Forest Park Wall, as described and depicted on Attachment 9, which retaining wall is necessary for the co -existence of SWP/SH 121, UPRR facilities, and TxDOT facilities from ninety-eight feet (98') east of the east back wall of the Trinity River Bridge to the west side of Forest Park Boulevard (the "Trinity to Forest Park Retaining Wall"), and (ii) UPRR, in addition to its other obligations under this Formal Agreement, shall design, construct and maintain at its sole cost and expense the Abut Connection Wall East, as described and depicted on Attachment 9, which retaining wall is also necessary for the co- existence of SWP/SH 121 and the UPRR and TxDOT facilities, except that the NTTA will contribute the fixed amount of $1,234,588, as shown on Attachment 9, toward the cost of constructing the Abut Connection Wall East. The contribution to be provided by the NTTA pursuant to the preceding sentence shall be provided by subtracting such amount from the $11,319,715 being credited to the NTTA out of the $72 million portion of the $95 million payable to UPRR as provided for in Section III.I.6. Any additional walls necessary from the west side of Forest Park Boulevard to the existing four mainlines near Summit Avenue are specifically excluded from the City's and the NTTA's responsibilities and shall be designed, constructed, maintained, and funded by UPRR. III.C.5 Although it is agreed by the Parties, as contemplated by the UPRR/TxDOT Retaining Wall Easement, that the Railroad shall place the backfill and install the surface drains behind the Rosedale to Rogers Wall, the Rogers to University 1.,..i Wall, the University to Trinity Wall, and Segments 121-7, 121-8 and 121-3 of the 11 DAL:0567318/47205:1851513v 10 Trinity to Forest Park Wall (as such retaining walls are described and depicted on �..i Attachment 9 and in the UPRR/TxDOT Retaining Wall Easement), the NTTA shall contribute to the Railroad in connection with the initial construction of such retaining walls, (a) the difference between (i) the cost of providing and installing the filter material aggregate backfill against the back of the retaining walls, as required by the final NTTA plans and designs for such retaining walls, and (ii) the cost of providing and installing the backfill specified by the Railroad in obtaining its construction bids for such retaining walls, the quantity for each of which shall be established on a "plans quantity" basis established from the material aggregate limits as detailed on the final NTTA plans and designs; and (b) the cost of the additional work and materials incurred by the Railroad's contractor related to drainage behind such retaining walls (including, surface drains, geotextile fabric, piping and concrete swales, as defined by mutually agreed "plans quantities and measurements"), over and above what was bid by the Railroad's contractor per the Railroad's Section 1 and Section 2 bid documents provided by the Railroad to the NTTA, which reflect that the Railroad's contractor bid these items at lump sum prices of $37,240 for the Railroad's Section 1 and $32,585 for the Railroad's Section 2; subject in each case to the NTTA's agreement, in its reasonable judgment, that the costs proposed by the Railroad's contractors for such changes are reasonable and competitive. If the NTTA disagrees with either of the proposed cost adjustments, the NTTA and the Railroad will cooperate with one another in an effort to resolve the matter in a mutually satisfactory manner. II1.I.6 Notwithstanding anything to the contrary set forth in this Formal Agreement, a portion (but not all) of the estimated design and construction costs of the retaining walls from 350 feet west of Hulen Street (including any portion of the Vickery Wall more than 350 feet west of Hulen Street, but excluding the MSE Wall SC, as such walls are described and depicted on Attachment 9) to 108' west of the west backwall of the Trinity River Railroad Bridge to be designed, permitted and constructed by the NTTA as shown on Attachment 9 is included in the $72 million adjustable portion of the $95 million and therefore will be credited to the NTTA and thus removed from its financial obligation in the manner described below. As reflected in Attachment 6, the Parties have agreed that $11,319,715 is the additional cost resulting from substituting a different type of retaining wall (a drilled -shaft wall for a mechanically stabilized earth [MSE] wall) and increasing the height of walls in order to achieve coexistence between SWP/SH 121 and UPRR's facilities. Because the NTTA is designing, permitting, and building the applicable retaining walls instead of UPRR, the $72 million adjustable portion of the NTTA's financial obligation will be reduced by the $11,319,715 (net of the credit to UPRR on account of the Trinity Abutment East Retaining Wall pursuant to Section III.C.4) and that $72 million amount, as reduced, and the total $95 million, as identically reduced, shall constitute the City's and the NTTA's financial obligation thereafter. Similarly, amounts paid by the City and the NTTA under the Hump Lead Agreement and that portion of the $1.5 million actually advanced by the City and the NTTA to UPRR under subsection II1.1.5. (which are included in the $72 million adjustable portion of the $95 million) will be credited to the City and the NTTA and removed from their financial obligation. 12 DAL: 0567318/47205:1851513v10 III.K.1. The NTTA and TxDOT (as applicable) will pay for (subject to the credit described in subsection III.I.6.), design, obtain necessary permits for, and construct, and maintain all required retaining walls for co -existence of UPRR facilities and Project Partner facilities and for the construction and operation of SH121/SWP extending from 350 feet west of Hulen Street (mile post 249.9) to the west side of Forest Park Boulevard, except that UPRR shall be responsible for designing, constructing and maintaining, at its sole cost and expense, subject to the contribution to be made by the NTTA with respect to the initial construction of Abut Connection Wall East as set forth in subsection III.C.4, the Main Access Road Wall (as described and depicted on Attachment 9), the Abut Connection Wall West and the Abut Connection Wall East. UPRR will be responsible for the payment, design, construction, and maintenance of all retaining walls necessary for the extension of trackage from a point 350 feet west of Hulen Street to the west limit of the Davidson Yard (excluding any portion of the Vickery Wall more than 350 feet west of Hulen Street and the MSE Wall SC, as such walls are described and depicted on Attachment 9) and from the west side of Forest Park Boulevard to the existing four mainlines at approximate milepost 247.36 near Summit Avenue. The limits of the retaining walls (and of the Parties' respective obligations relating thereto) are depicted on Attachment 9. In addition, Attachment 9 to the Formal Agreement is deleted in its entirety, and the form of Attachment 9 attached as Schedule 4 to this Amendment is substituted in place thereof. 9. City/Railroad Agreements. Within five (5) days after the Effective Date, the City and the Railroad agree to execute and deliver the following documents in the forms attached hereto, as a group, as Schedule 5: (a) the "Encroachment Agreement" authorizing Railroad's use of City right-of-way on the terms and conditions set forth therein; (b) the "Community Facilities Agreement" respecting the Railroad's construction of certain facilities on the terms and conditions set forth therein; and (c) the "Reimbursement Agreement" regarding the construction by the Railroad of the proposed Trinity River East Bank Maintenance Road and the City's reimbursement to the Railroad for the design and construction costs so incurred by the Railroad on the terms and conditions set forth in said Reimbursement Agreement. In addition to the foregoing, the City agrees: (I) that it will utilize the City's existing contractual rights to cause the mini -train operator in privity with the City to temporarily suspend mini -train operations in the vicinity of the Railroad's Trinity River Bridge construction as necessary to facilitate the timely performance of the Railroad's and Project Partners' work in said vicinity; and (II) that it will not interfere with the Railroad's continuous access by means of public streets to the use and enjoyment of that certain "Temporary Access Easement" between the Railroad, as Grantee, and Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P., dated as of June 12, 2009 as recorded with Tarrant County on July 17, 2009 as Document No. D209291798, 10. Responsibility for Removal or Relocation of Telecommunication Lines. The Railroad acknowledges and agrees that, in connection with the design of the Project and the respective due diligence activities of the Parties, it has been determined to the satisfaction of the Parties that the Crossing Project will not require the relocation or removal of any existing fiber optic lines, wirelines, cable or other communication lines (collectively, "Telecommunication Lines"), but that the Railroad Project and City Utility Work may, or does, require the relocation or removal of certain Telecommunication Lines. The Railroad acknowledges and agrees that the Railroad shall cause the applicable fiber optic or telecommunication companies to relocate or remove any and all Telecommunication Lines required in connection with the Project, including, without limitation, any Telecommunication Lines of AT&T or 13 DAL:0567318/47205:1851513v 10 Sprint (other than any supplemental relocations which are required in connection with the City Utility Work, which shall be the sole cost and expense of the City), at the sole cost and expense of the Railroad. 11. Responsibility for Removal or Relocation of Signboards. (a) Certain signboards located on or in the vicinity of the Davidson Yard needed to be removed or relocated in connection with the Railroad Project (all such signboards, collectively, the "Signboards"). The Railroad represents and warrants to the Project Partners that (i) all such Signboards are subject to that certain Master Signboard Site License dated September 30, 1997 between the Railroad, Chicago & Western Indiana Railroad Company and Chicago Heights Terminal Transfer Railroad Company, on the one hand, and Clear Channel Outdoor, Inc., previously known as Eller Media Company ("Clear Channel"), on the other hand (as amended, the "Signboard License"); (ii) the Railroad has given notice to Clear Channel to remove the Signboards in accordance with the terms of the Signboard License; (iii) the Railroad shall, by September 30, 2009, pay Clear Channel the compensation owing by the Railroad to Clear Channel under the Signboard License for the withdrawal of the signboard sites from the Signboard License and the removal of the Signboards, as applicable; (iv) the Signboards have been removed; and (v) the Railroad has not received notice from Clear Channel of Clear Channel's intent to seek any additional compensation from the Railroad or any compensation from the Project Partners or to otherwise assert any claim or cause of action with respect to the Signboards or in connection with their removal and/or relocation. The Railroad hereby agrees to defend, indemnify and hold harmless the Project Partners and their respective successors and assigns (the "Project Partner Indemnified Parties") from and against any and all any and all claims, demands, petitions, actions, suits, proceedings and causes of action of every kind and description, including, without limitation, constitutional (whether condemnation, inverse condemnation or otherwise), statutory, common law, administrative, equitable or other claims, actions seeking injunctive relief, declaratory judgment actions, actions in trespass or to try title, actions for ejectment and actions for damages of any kind or character arising from or related to the Signboards, their removal or relocation, or the Signboard License, brought by Clear Channel or its successors or assigns (hereinafter, a "Signboard Claim" or "Signboard Claims"), and any and all losses, costs, damages, injuries, liabilities, judgments, fines, penalties and expenses of every kind or character, including, without limitation, attorneys' fees, suffered or incurred by the Project Partner Indemnified Parties in any manner related to or connected with any such Signboard Claim (hereinafter, a "Signboard Loss" and, collectively, the "Signboard Losses"). (b) If a Project Partner Indemnified Party seeks indemnification under this Section 11, the Project Partner Indemnified Party shall notify the Railroad in writing thereof promptly upon, and not later than ten (10) days after the date of receipt of, written notice of a Signboard Claim against such Project Partner Indemnified Party. Such notice shall assert the Project Partner Indemnified Party's claim for indemnity hereunder and describe the Signboard Claim or Signboard Loss for which indemnity is sought, the amount thereof (if known and quantifiable), and the basis thereof (a "Signboard Notice of Claim"). Failure by the Project Partner Indemnified Party to timely deliver a Signboard Notice of Claim as provided herein shall not relieve the Railroad of its obligations under this Section 11, except to the extent (i) the Railroad is prejudiced or damaged in its ability to defend against such Signboard Claim and to make a timely response thereto, including, without limitation, any responsive motion or answer to a complaint, petition, notice or other legal, equitable, or administrative process relating to the Signboard Loss or Signboard Claim, or (ii) of any increased costs, increased reasonable attorneys' fees or increased damages, in each case by reason of such failure. The Railroad shall, within fifteen (15) days after receipt of a Signboard Notice of Claim, assume the defense of such 14 DAL:0567318/47205:1851513 v 10 Signboard Claim at the Railroad's sole cost and expense. The applicable Project Partner Indemnified Parties shall cooperate in good faith in the defense of each Signboard Claim (provided that they shall not be obligated to incur any material expense or liability in connection therewith), notwithstanding that the defense of such Signboard Claim has been assumed by the Railroad. (c) The Project Partner Indemnified Parties nonetheless shall be entitled to participate in the defense of such Signboard Claim and to employ counsel of their choice for such purpose (with the fees and expenses of such separate counsel to be borne by the applicable Project Partner Indemnified Parties) and, if participating in the defense of such Signboard Claim, to assert against any third party at the Project Partner Indemnified Parties' expense any and all cross claims and counterclaims the Project Partner Indemnified Parties may have. (d) The Railroad may settle a Signboard Claim either (i) by written settlement agreement providing solely for the Railroad's payment of a stipulated monetary settlement in exchange for the claimant's irrevocable, unconditional release and dismissal with prejudice of any Signboard Claim filed by the claimant, with prior written notice of such written settlement agreement being furnished by the Railroad to the Project Partner Indemnified Parties, or (ii) as otherwise agreed in writing by the claimant and the Railroad, with the joinder of the applicable Project Partner Indemnified Parties therein or with the prior written consent of the applicable Project Partner Indemnified Parties thereto (which consent shall not be unreasonably withheld, conditioned or delayed). (e) The Railroad's liability for Signboard Losses pursuant to this Section 11 shall be subject to the limitation on the nature, scope and amount of damages set forth in Section III.P.13 of the Formal Agreement, it being the intention of the Parties that the Railroad's liability for Signboard Losses under this Section 11 shall be limited to actual, direct damages. (f) If any Signboard Losses suffered or incurred by an Project Partner Indemnified Party is offset or reduced by any recovery, settlement or other payment under or pursuant to any title insurance coverage or other form of insurance, or pursuant to any recovery or settlement against or payment by any other person or entity, which recovery, settlement or payment is received by such Project Partner Indemnified Party after having received payment from the Railroad for the same Signboard Loss, then such Project Partner Indemnified Party shall promptly remit the amount of such reduction (less any costs, expenses or premiums incurred in connection therewith), to the Railroad up to the amount of the payment received from the Railroad for the same Signboard Loss. Upon making a full indemnity payment, the Railroad shall, to the extent of such indemnity payment be subrogated to all rights of the applicable Project Partner Indemnified Parties against the applicable third party in respect of the Signboard Loss to which the indemnity payment relates. Until the Project Partner Indemnified Parties recover full payment of their Signboard Losses, any and all claims of the Railroad against any such third party on account of such indemnity payment shall be postponed and subordinated in right of payment to the Project Partner Indemnified Parties' rights against such third party. (g) The Railroad's obligations under this Section 11 shall expire and terminate as to Signboard Claims first made from and after the date that is ten (10) years after the date on which the withdrawal of the Signboard sites from the Signboard License pursuant to the Railroad's notice of withdrawal to Clear Channel became effective; provided that the Railroad's obligations respecting Signboard Claims which are specifically identified in a Signboard Notice of Claim issued by a Project Partner Indemnified Party to the Railroad prior to said date shall .wool continue on the terms and conditions set forth in this Section 11. 15 DAL:0567318/47205:1851513v 10 12. Stoppage Rights of the Railroad. Section III.G.4 of the Formal Agreement is hereby Nvmooe amended by deleting the last three sentences thereof (beginning with "Additionally, if the UPRR Designated Representative...") and inserting the following in place thereof - Additionally, if the UPRR Designated Representative reasonably determines that no reasonable alternative exists but that the NTTA's construction must abate for a period of time to avoid an unanticipated risk of imminent material disruption to interstate commerce, the UPRR Designated Individual may so notify the NTTA, which, regardless of whether it agrees with the reasonableness of the UPRR Designated Individual's determination, will cease any construction or other activities as soon as it may safely do so only for the period of time necessary to mitigate the aforesaid unanticipated risk of imminent material disruption to interstate commerce, on the one hand, and to ensure to the greatest extent feasible (which will not be construed to require payment by the NTTA of overtime, or incurring additional or extraordinary costs or resources for expedited work) the March 28, 2013 scheduled opening day for the segment of SWP/SH 121 over the Davidson Yard, on the other. Provided that the NTTA's default under this Formal Agreement did not cause the unanticipated risk of imminent material disruption of interstate commerce, UPRR shall (a) pay the incremental mobilization/demobilization and similar costs actually incurred by the NTTA directly resulting from the determination of the UPRR Designated Individual and work abatement under this subsection III.G. 4. (but not under subsection III.G.3.) for the -first six (6) such disruptions in any consecutive 12-month period and an amount equal to two times the incremental mobilization/demobilization and similar costs actually incurred by the NTTA for the seventh (7`l) and each subsequent disruption in any consecutive 12-month period, and (b) provide additional and reasonable work opportunities and scheduling to make up for construction time lost to the NTTA due to the abatement. In addition, the last sentence of Section III.E.8 of the Formal Agreement is hereby amended by deleting the last sentence thereof (beginning with "UPRR shall continue...") and inserting the following in place thereof: UPRR shall continue to extend reasonable accommodation to expedite the completion of the NTTA's required construction, but the final sentence of subsection III.G.4. will then be deemed amended to provide that UPRR shall pay only fifty percent (50%) of the incremental mobilization/demobilization and similar costs actually incurred by the NTTA directly resulting from a work abatement under that subsection (but not under subsection III.G.3.); provided that the maximum cumulative amount of costs for which UPRR may be liable after the expiration of the NTTA Construction Period and pursuant to this sentence shall be Two Hundred Fifty Thousand Dollars ($250,000.00). 13. Assignment of Formal Agreement. Pursuant to the First Financial Agreement, TxDOT will disburse to the NTTA $49.87 million of the $95 Million Obligation as and when such amount is incurred and is owing by the NTTA to the Railroad. Pursuant to the Second Financial Agreement, if the NTTA elects not to develop SAP/SH 121 and the $49.87 million is fully advanced to the NTTA pursuant to the First Financial Agreement: (a) TxDOT will advance to the NTTA an additional $45.13 million to satisfy the balance of the $95 Million Obligation as and when such amount is incurred and is owing by the NTTA to the Railroad; (b) NTTA shall complete those portions of the Crossing Project specified in Schedule 6, subject to reimbursement by TxDOT as provided in the Financial Agreements; 16 DAL:0567318/47205:1851513v 10 (c) at the option of TxDOT, TxDOT may require the NTTA to assign its rights under *4..i the Formal Agreement, the Coordination Agreement, the Temporary Permit Agreements described in Sections 2(g) and 2Lh) (to the extent the same are then in effect), the Permanent NTTA Easements (to the extent the same are then in effect), and any other agreements executed by the NTTA or pursuant to which the NTTA has rights, benefits or obligations relating to the Crossing Project, other than the Financial Agreements (collectively, the "Davidson Yard Agreements'), to TxDOT (for the benefit of TxDOT or such other person or entity to whom TxDOT shall award completion of the SWP/SH 121), and TxDOT (for itself and for the benefit of such other person or entity to whom TxDOT shall award completion of the SWP/SH 121) shall assume the NTTA's obligations under the Davidson Yard Agreements; and (d) the NTTA shall convey by deed without warranty, to TxDOT (for the benefit of TxDOT or such other person or entity to whom TxDOT shall award completion of the SWP/SH 121), the parcels conveyed to the NTTA pursuant to the Deeds Without Warranty described in clauses (i) and (iv) of Section 4(a). The Railroad and the City hereby consent to any such assignment and assumption of the Formal Agreement and the other Davidson Yard Agreements pursuant to Section 13(c), to the extent such consent is required under the Formal Agreement and such other Davidson Yard Agreements; provided that such assignments and assumptions contemplated by Section 13(c) shall be effected pursuant to a written amendment to the Formal Agreement in form and substance reasonably satisfactory to the Railroad, TxDOT, the City and the NTTA (to the extent they are parties to the respective underlying agreements); and provided further that the transfers contemplated by Section 13(d) shall be effected pursuant to written deeds without warranty in form and substance reasonably satisfactory to the NTTA and TxDOT. The Parties agree to reasonably cooperate with one another in effecting the foregoing assignments and assumptions, and to make such changes to the agreed forms of any affected documents as may be **moo,, reasonably necessary or appropriate to effect such assignments and assumptions, provided that the changes do not adversely affect the rights, benefits or privileges intended to granted to any party thereunder or increase the burdens and obligations imposed on any party thereby. Nothing herein is intended or shall be construed to make the Railroad a third party beneficiary of the Financial Agreements, and the Railroad expressly disclaims any interest in or to the Financial Agreements. 14. Deferral of NTTA Construction Period. If the NTTA does not elect to undertake the delivery of the SWP/SH 121, the NTTA shall nevertheless be responsible for constructing and completing those portions of the Crossing Project described on Schedule 6 in accordance with the Construction Schedule, subject to reimbursement by TxDOT as provided in the Financial Agreements. If the NTTA does not elect to undertake the delivery of the SWP/SH 121, TxDOT may elect to defer commencement of all other portions of the Crossing Project, and commencement of the NTTA Construction Period, for up to five (5) years, provided that TxDOT: (a) gives written notice to the Railroad of such election to defer commencement of the NTTA Construction Period at least thirty (30) days prior to the later of (i) March 26, 2012, the scheduled expiration date of the UPRR Construction Period, or (ii) the actual expiration of the UPRR Construction Period; (b) reimburses the Railroad for the incremental costs that are in the categories described on Schedule 8 attached hereto and made a part hereof, incurred by the Railroad arising from any deferral of the NTTA Construction Period elected by TxDOT pursuant to this Section 14, such amounts to be paid within thirty (30) days after receipt of invoices and such other reasonable supporting documentation as TxDOT may require, provided that the amounts so **Moo, reimbursed to the Railroad shall not exceed $541,000 in the aggregate; and 17 DAL:0567318/47205:1851513v 10 (c) pays to the Railroad, on the date that the NTTA Construction Period would have `� expired, but for the deferral of the NTTA Construction Period pursuant to this Section 14, the $5 million holdback from the $23 million non-adjustable portion of the $95 Million Obligation, as contemplated by Section III.I.4 of the Formal Agreement. Nothing contained in this Section 14 shall be deemed to constitute the current agreement or obligation of TxDOT to exercise the foregoing deferral rights and thereby incur the incremental costs described in Section 14(b), which exercise and resulting payment obligation shall be undertaken only with the authorization of the Texas Transportation Commission. 15. Indemnification Against Title Issues. (a) The Railroad hereby agrees to defend, indemnify and hold harmless the NTTA and its successors and assigns under and in respect of the Formal Agreement, the Temporary NTTA Easement or the Permanent NTTA Easements (the "NTTA Indemnified Parties") from and against: (i) any and all claims, demands, petitions, actions, suits, proceedings and causes of action of every kind and description, including, without limitation, constitutional (whether condemnation, inverse condemnation or otherwise), statutory, common law, administrative, equitable or other claims, actions seeking injunctive relief, declaratory judgment actions, actions in trespass or to try title, actions for ejectment and actions for damages, that are asserted, made, filed or alleged against the NTTA Indemnified Parties based in whole or in part upon an alleged superior right or title over that of the Railroad and the NTTA Indemnified Parties to the property(ies) that are subject to the Temporary NTTA Easement or `001 the Permanent NTTA Easements (hereinafter, a "Claim" or "Claims"); and (ii) any and all losses, costs, damages, injuries, liabilities, judgments, fines and expenses of every kind or character, including, without limitation, Mitigation Expenses (as defined below) and attorneys' fees, suffered or incurred by the NTTA Indemnified Parties arising out of or in any manner related to or connected with any such Claim or the inability of the NTTA Indemnified Parties to fully use and enjoy the benefits of the Temporary NTTA Easement or the Permanent NTTA Easements for their intended purposes (each, a "Loss" and collectively, the "Losses"); Provided that if, in connection with the Railroad's defense of a Claim, the Railroad requests in writing that the applicable NTTA Indemnified Parties mitigate the Losses with respect to such Claim, the applicable NTTA Indemnified Parties shall promptly take the substantive and procedural steps required by law to further establish the applicable NTTA Indemnified Parties' ability to use as soon as practicable under applicable law the Temporary NTTA Easement and Permanent NTTA Easements (as applicable) for their intended purposes through eminent domain proceedings against necessary parties, and shall thereafter diligently pursue said proceedings in good faith and on a commercially reasonable basis and make such deposits required by applicable law to establish the applicable NTTA Indemnified Parties' right to take possession of the Temporary NTTA Easement or such Permanent NTTA Easements (as applicable) for their intended purposes prior to the final disposition of said eminent domain proceedings so as to further mitigate such Losses; provided that all of the foregoing shall be done at the Railroad's sole cost and expense (all the foregoing, including any condemnation award or other amounts finally adjudicated to be paid in connection with any such eminent domain proceedings, or paid in 18 DAL:0567318/47205:1851513v10 settlement of such eminent domain proceedings with the prior written consent of the Railroad not 1*ftwpo� to be unreasonably withheld or delayed, court costs, reasonable and customary expert witness fees and reasonable and customary attorneys' fees, the "Mitigation Expenses"). As used in this Section 4, the term "Temporary NTTA Easement" means the temporary construction, access and staging rights granted by the Railroad to the NTTA pursuant to Section 3 and the other provisions of the Coordination Agreement. (b) If an NTTA Indemnified Party seeks indemnification under this Section 15, the NTTA Indemnified Party shall notify the Railroad in writing thereof promptly upon, and not later than ten (10) days after the date of receipt of, written notice of a Claim against such NTTA Indemnified Party. Such notice shall assert the NTTA Indemnified Party's claim for indemnity hereunder and describe the Claim or Loss for which indemnity is sought, the amount thereof (if known and quantifiable), and the basis thereof (a "Notice of Claim"). Failure by the NTTA Indemnified Party to timely deliver a Notice of Claim as provided herein shall not relieve the Railroad of its obligations under this Section 15, except to the extent (i) the Railroad is prejudiced or damaged in its ability to defend against such Claim and to make a timely response thereto, including, without limitation, any responsive motion or answer to a complaint, petition, notice or other legal, equitable, or administrative process relating to the Loss or Claim, or (ii) of any increased costs, increased reasonable attorneys' fees or increased damages, in each case by reason of such failure. The Railroad shall, within fifteen (15) days after receipt of a Notice of Claim, assume the defense of such Claim at the Railroad's sole cost and expense. The applicable NTTA Indemnified Parties shall cooperate in good faith in the defense of each Claim (provided that they shall not be obligated to incur any material expense or liability in connection therewith), notwithstanding that the defense of such Claim has been assumed by the Railroad. `/ (c) The NTTA Indemnified Parties shall be entitled to participate in the defense of such Claim and to employ counsel of their choice for such purpose (with the fees and expenses of such separate counsel to be borne by the applicable NTTA Indemnified Parties) and, if participating in the defense of such claim, to assert against any third party at the NTTA Indemnified Parties' expense any and all cross claims and counterclaims the NTTA Indemnified Parties may have. (d) The Railroad may settle a Claim either (i) by written settlement agreement providing solely for the Railroad's payment of a stipulated monetary settlement in exchange for the claimant's irrevocable, unconditional dismissal with prejudice of any Claim filed in court by the claimant, with prior written notice of such written settlement agreement being furnished by the Railroad to the NTTA Indemnified Parties, or (ii) as otherwise agreed in writing by the claimant and the Railroad, with the joinder of the NTTA Indemnified Parties therein or with the prior written consent of the NTTA Indemnified Parties (which consent shall not be unreasonably withheld, conditioned or delayed). (e) The Railroad's liability for Claims and Losses pursuant to this Section 15 shall be subject to the limitation on the nature, scope and amount of damages set forth in Section III.P.13 of the Formal Agreement, it being the intention of the Parties that the Railroad's liability for Losses under this Section 15 shall be limited to actual, direct damages; provided that notwithstanding the foregoing, but subject to the limitation on the aggregate amount of actual, direct damages for which the Railroad can be liable under Section III.P.13 of the Formal Agreement, the Railroad shall be liable for all Mitigation Expenses, including, without limitation, costs of defending the NTTA Indemnified Parties against Claims and Losses and amounts `i incurred by the NTTA Indemnified Parties in connection with, and the amount of any 19 DAL:0567318/47205:1851513v10 condemnation award finally adjudicated in, the eminent domain proceedings described above (or settlement in lieu thereof). (f) If any Losses suffered or incurred by an NTTA Indemnified Party is offset or reduced by any recovery, settlement or other payment under or pursuant to any title insurance coverage or other form of insurance, or pursuant to any recovery or settlement against or payment by any other person or entity, which recovery, settlement or payment is received by such NTTA Indemnified Party after having received payment from the Railroad for the same Loss, then such NTTA Indemnified Party shall promptly remit the amount of such reduction (less any costs, expenses or premiums incurred in connection therewith), to the Railroad up to the amount of the payment received from the Railroad for the same loss. Upon making a full indemnity payment, the Railroad shall, to the extent of such indemnity payment be subrogated to all rights of the applicable NTTA Indemnified Parties against the applicable third party in respect of the Loss to which the indemnity payment relates. Until the NTTA Indemnified Parties recover full payment of their Losses, any and all claims of the Railroad against any such third party on account of such indemnity payment shall be postponed and subordinated in right of payment to the NTTA Indemnified Parties' rights against such third party. (g) The Railroad's obligations under this Section 15 shall expire and terminate as to Claims first made from and after the date that is ten (I 0) years after the Permanent Property Interest Transfer Date; provided that the Railroad's obligations respecting Claims which are specifically identified in a Notice of Claim issued by the NTTA to the Railroad prior to said date shall continue on the terms and conditions set forth in this Section 15. 16. Miscellaneous. ,*M0001 (a) Notices. Except as provided in Section 6(c), all notices under this Amendment shall be delivered to the Parties at the respective addresses and pursuant to the procedures set forth in the Formal Agreement. (b) Disputes. The Parties agree that any disputes between them arising out of or relating to this Amendment, including, without limitation, all rights to receive payments from, or the benefits of performance by, the other Parties under or as a result of this Amendment shall be resolved exclusively pursuant to the dispute resolution procedures set forth in Section III.P.9. and Section III.R. of the Formal Agreement. (c) Representations and Warranties. Each of the Parties, as a Representing Party, ratifies and affirms as of the date hereof, the representations and warranties set forth in Section III.P.10. of the Formal Agreement (as amended hereby), it being agreed that this Amendment constitutes an "Additional Document" for purposes thereof. Without limiting the foregoing, the signatories to this Amendment warrant that each has the authority to enter into this Amendment on behalf of the Party represented. (d) Limitation of Liability. The liability of the Parties under this Amendment shall be subject to Section III.P.13. of the Formal Agreement, including the exceptions to the limitations set forth in said Section III.P.13. Without limitation of the foregoing, it is understood and agreed that any actual, direct damages incurred by the Railroad or the Project Partners under this Amendment shall be aggregated with any actual, direct damages incurred by the Railroad and the Project Partners (respectively) under the Formal Agreement for purposes of the maximum cumulative amount of liability to which such Parties may be liable, as specified in the Formal V"Mi Agreement. 20 DAL:0567318/47205:1851513 v 10 (e) No Other Modifications. Notwithstanding anything to the contrary contained ,%WWI herein or inferred hereby, or in any other instrument executed by the Parties, or in any other action or conduct undertaken by the Parties on or before the date of execution hereof, the agreements, covenants and provisions contained herein constitute the only evidence of the Parties' agreement to modify the terms and provisions of the Formal Agreement. No express or implied consent to any further modifications of the Formal Agreement shall be inferred or implied from the Parties' execution of this Amendment. (f) Choice of Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS. (g) Execution. This Amendment may be executed in multiple counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement. Signatures of this Amendment transmitted by facsimile or via electronic mail (*.pdf or similar file types) shall be valid and effective to bind the Party so signing. [Signature Page Follows] 21 DAL:0567318/47205:1851513v ] 0 IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the Effective Date first herein written. UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: /"< Name: James R. Youn Title: Chairman NORTH TEXAS TOLLWAY AUTHORITY By:_ Name: Title: APPROVED AS TO FORM: LOCKE LORD BISSELL & LIDDELL LLP, ,%Wi General Counsel By:_ Name: Title: Signature Pages to Fifth Amendment to Formal Agreement OFFICIAL RECORD CITY SECRETARY FT (NORTH, TX IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the Effective Date first herein written. UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By:_ Nam( Title: NORTH TEXAS TOLLWAY AUTHORITY Imo_ RT�� APPROVED AS TO FORM: LOCKE LORD BISSELL & LIDDELL LLP, General Counsel By: I l_ Name: i r��.ks i"' •10�0 Title: PA Wrrs ER OFFICIAL RECORD� CITY SECRETARY FT. WORTH, TX j Signature Pages to Fifth Amendment to Formal Agreement DAL:0567318/47205:1851513v 10 CITY OF FORT WORTH, a Texas home -rule municipality Otte y^ By: 4C. /C Fernando Costa Hendrix, City iretary Assistant City Manager RECOMMENDED BY: By: 0� B Beck, P.E. Pro ram Manager APPROVED AS TO FORM: am Amy J Attorney TEXAS DEPARTMENT OF TRANSPORTATION By: Name: Title: Contract, Authorization - - T-1 D1 Date Signature Pages to Fifth Amendment to Formal Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CITY OF FORT WORTH, a Texas home -rule municipality Fernando Costa Assistant City Manager RECOMMENDED BY: Bryan Beck, P.E. Program Manager APPROVED AS TO FORM: go Amy J. Ramsey Assistant City Attorney TEXAS DEPARTMENT OF TRANSPORTATION By: Amadeo Saenz, Jr., P. . Executive Director Signature Pages to Fifth Amendment to Formal Agreement DAL:0567318/47205:1851513 v 10 SCHEDULE 1 STATUS OF PERNHTS AS OF THE EFFECTIVE DATE (Status Update — 9/22/09) Trinity River Bridge 1. USACE 404 Permit -- Submitted Pre -construction Notification (PCN) to USACE on 1/28/09; notified by USACE on 04/01/2009 that mitigation would not be required. On 9/21/09, USACE Regulatory Division advised UPRR that they have notified the City of their approval of the CDC permit but TRWD must submit their approval of UPRR's final construction plans to the Operation Division for approval, after which the nationwide permit verification information will be included in a response from Operations Division. UPRR is in receipt of final TRWD comments and estimates receipt of USACE's NWP 14 verification by 10/16/2009. 2. CDC (Corridor Development Certificate) — Completed. On 9/21/2009, the City Floodplain Administrator sent UPRR the Final CDC Action/Findings Form granting the Certificate for this project. 3. FDP (City Floodplain Development Permit) — Application will be submitted to City Floodplain Administrator after receipt of CDC from City and NWP 14 verification from USACE. Assuming receipt of the NWP 14 on 10/16/2009, estimate receipt of the FDP by 10/21/2009. West Backwall of Trinity to Quad Mains (near Summit) `/ 1. USACE 404 Permit for crossing of Leslie Creek -- Submitted PCN to USACE on 8/3/09. Historic assessment by Geo-Marine submitted on 9/9/09 to USACE. Received notice from USACE on 9/15/09 that they forwarded the assessment to the THC. Barring complications, USACE believes NWP 14 verification will likely be issued with a minor condition that four digital photographs be taken to document the existing bridge prior to construction of the new crossing. Anticipated receipt of NWP 14 verification by 10/23/2009. No floodplain development permits are required for this crossing. 2. Approvals for crossing the FWWR and Fort Worth Transportation Authority (T) — disposition of both approvals addressed in Section 5 of Fifth Amendment. 3. Approvals from City of Fort Worth for Crossings (Forest Park Boulevard, Old University Drive, bike trail, and Forest Park Miniature Railroad) -- Applications for Encroachment and CFA documents with City are final; Council Meeting for approval scheduled 9/22/09; approved by the City 9/22/09. West Backwall of Trinity River to 350' west of Hulen Street 1. USACE 404 Permit -- Not needed; permissible under non -notifying nationwide 14 permit held by UPRR. 2. Approvals from City of Fort Worth to Crossings (University Drive, Rogers Road) -- Applications for Encroachment and CFA documents with City are final; Council Meeting for approval scheduled for 9/22/09; approved by the City 9/22/09. S1-1 DAL:0567318/47205:1851513v 10 3. Possible FRA approval for signal adjustments due to phasing and new construction -- not needed. 350' west of Hulen to west end of Davidson Yard 1. USACE 404 Permit -- completed. 2. FPDP (Floodplain Development Permit) -- completed. S 1-2 DAL:05673 l 8/47205:1851513v 10 O Cn N r ATTACHMENT 6 SUMMARY UPRR Construction Extracted from UPRR Davidson Yard Estimate of Probable Construction Cost .I,J. 1'1 ''MM NonennAAM.nn Inn UPRR Section 2 Construction CivA Grading $ 5,510,30&44 Street Improvements S 148,945.30 GradeCtossings $ 37,228.80 Access Roads $ 2,155,54T67 Drainage $ 1 A79,147.36 Structures $ 2,742,677.00 North Side Under Huhn $ 261,109 10 Track Construction $ 1.379.822,46 Equipment Rental S 261,799,00 UPRR Track Construction S 18,348,029. 74 Signals S 9,724,429.00 Utilities $ 31'1.644.00 Miscellaneous $ 1,403,245.00 UPRR Structures S 2,444,15ST00 Engineering $ 5,752,742.00 Administrative S Sub -Total UPRR Section 2 $ 52,181.328,87 UPRR Structures not in Orginal Agreement Ret Wall West of Trinity River $ 997,851.00 Ret Wall East of Trinity River S Sub -Total Otter Structures S 997,851,00 UPRR Inflation and Contingency' Inflation $ 1,337,151.79 Contingency (M 7.6232% S 4,053,975.11 Sub -Total Inflation R Contingency $ 5,391.126,90 UPRR Hump Lead Construction Tenors HumE Lead S 2.109,97900 Sub -Total Mum Lead $ 2,109.97900 ota onstruction 0 8 .2 nnwwn nyyuw ,a urns x -uvn c min vine wuc.wrca, anuuwny o,ymcaemy Contingency applied to UPR R Section 2 and Other Structures NTTA ConstrucHort Extracted from NTTA Engineering Ret Wall Estimate April 17, 2009, SWP Corridor Management Team o t watis Rat Well Trinity River to University $991,421.00 02 Walls Ret Wall Unlveralty to Rogers $ 526,510.00 Rot Walt Rogers to Rosedale $ 983,865.00 Rot Wall Rosedale 3 74.849.00 028 Wails Ret Wail 2-tiered East of Hulen $ 3,802,186.00 Mobilization (J 10.00'% $ 873,882.90 Design (§ 5.00% $ 436,941.45 Cant Mgn11 @ 3.50% $ 305 859.02 Sub -Total Other Cost S 1,616883.37 S WP Inflation and Contingency' Inflation 2,000% $ 174.776.58 Contingency 7,6232% 5 789.426,29 Sub -Total Inflation & Contingency $ 964.201,87 NTTA (SWP) Total Construction S 11.319.714.23 ' irfiabon applied to Wall Cast only Contingency, applied to Wall and Other Cost Formal Agreement Cost Summary UPRR Total Construction $ 60,680,285.77 NTTA Total Construction $ 11,319,714.23 Subtotal Formal Agreement Adjustable Portion $ 72.000.000.00 Subtotal Formal Agreement Fixed Costs $ 23,000,000.00 Grand Total Formal Agreement"' $ 96,000,000.00 " Upon Agreementbotteen parties as of August 20, 2009, noportions are adjustable SY/PZHl21 UPRR F-1W "—d Ltd.-4 a Fi W C002M-OT22r1, Pp, I oil P*%.(1, 7r*zz= SCHEDULE 3 REVISED ATTACHMENT 7 TO FORMAL AGREEMENT Form of Disbursement Request UPRR'S APPLICATION & CERTIFICATE FOR PAYMENT (Southwest Parkway/SH 121) Union Pacific Railroad Company ("UP RR") Disbursement Request # Davidson Yard/SWP/SH 121 (the "Project"): Date: This request is for a disbursement of $ (this "Disbursement Request") pursuant to the Formal Agreement dated as of January 8, 2009, between UPRR, the North Texas Tollway Authority (the "NTTA"), the City of Fort Worth (the "City") and the Texas Department of Transportation ("TxDOT") (as amended, the "Formal Agreement"). This Requested Disbursement shall be made from sums owing from the NTTA and the City (as applicable under the Formal Agreement) under the following Category (check only one): $1.5 Million Reimbursement for Design Costs $60,680,285.77: For Materials, as Costs Incurred or As Advance Payments For Labor, Based on Percent Complete $1,234,588 Contribution of NTTA to Cost of Constructing Abut Connection Wall East: For Materials, As Costs Incurred or As Advance Payments For Labor: Based on Percent Complete $11.5 Million of $23 Million: Upon Mutual Conveyances of Property Interests $6.5 Million of $23 Million Remainder: Based on Percent Complete $5 Million Holdback of $23 Million (And Sweep of $60,680,285.77): Upon Earlier Of Either Completion of NTTA Construction or Expiration of "NTTA Construction Period", subject to Section 14 of the Fifth Amendment to Formal Agreement The effect of the Requested Disbursement on the applicable Category is illustrated below: 1. Total Amount (As Adjusted) Committed Under the Applicable Category: $ 2. Sums Previously Disbursed Under the Applicable Category: $ N"Ui S3-1 DAL:0567318/47205:1851513 v 10 3. Committed Sums Remaining Undisbursed (Item 1 Less Item 2): $ 4. This Requested Disbursement Amount: 5. Committed Sums Remaining After This Requested Disbursement (Item 3 less Item 4): $ The following documents are a part of this Application & Certificate for Payment and are incorporated herein by reference: 1. UPRR Invoice, and 2. Reasonable Supporting Information (UPRR Logs For In -House Labor and Services) In accordance with the terms of the Formal Agreement, the NTTA and the City (as applicable) are hereby requested to disburse funds for this Project in the amount of this Requested Disbursement, all in accordance with this Application & Certificate for Payment (including all attached materials which are incorporated herein by reference and made a part hereof). UPRR certifies to the NTTA, the City and TxDOT that: (i) the Requested Disbursement is properly due and owing under the Formal Agreement and under the Category indicated above; (ii) the attached supporting materials are true, correct, and complete, and accurately set forth the information upon which the Requested Disbursement is based; ,%ms (iii) any in-house labor and services, third -party labor and services (with unaffiliated parties and on commercially reasonable terms), and/or materials pertaining to the Requested Disbursement have been performed upon or furnished to (or in the case of the advance purchase of materials, will be furnished to) the Project in compliance with the Formal Agreement; (iv) if the Requested Disbursement is based upon the percentage of completion of UPRR's work described in the Fonnal Agreement, the percentage utilized in computing the Requested Disbursement represents a fair and accurate estimate thereof, (iii) all amounts previously disbursed to UPRR under the Formal Agreement for labor, services, and/or materials for the Project, or upon the occurrence of other conditions to disbursement, were properly due and owing; and (vi) all conditions to the making of the Requested Disbursement set forth in the Formal Agreement have been satisfied. S3-2 DAL:0567318/47205:1851513 v 10 .� Executed this day of , 20 . UNION PACIFIC RAILROAD COMPANY By: Name: Title: 53-3 DAL:0567318/47205:1851513v10 SCHEDULE 4 �..i REVISED ATTACHMENT 9 TO FORMAL AGREEMENT Party Paying for Retaining Wall* Owner of Party Party Maintenance Location Location Building Maintaining West End of Davidson Yard to 350' UP UP UP UP West of Hulen Street, including the Main Access Road Wall, but excluding MSE Wall SC, the crash/ retaining wall connecting the Main Access Road Wall to the Bridge Structures, and any portion of the Vickery Wall more than 350' West of Hulen Street MSE Wall SC NTTA NTTA NTTA NTTA 350' West of Hulen Street to 108' West of West Back Wall of Trinity River Bridge comprised of: Vickery Wall NTTA NTTA NTTA NTTA 2-Tier Wall NTTA NTTA NTTA NTTA MSE Wall SA NTTA NTTA NTTA NTTA Rosedale to Rogers Wall TxDOT NTTA TxDOT TxDOT Rogers to University Wall TxDOT NTTA TxDOT TxDOT University to Trinity Wall (includes TxDOT NTTA TxDOT TxDOT the north -south stubwall connecting to Abut Connection Wall West) 108' West of West Back Wall of UP UP UP UP Trinity River Bridge to West Back Wall of Trinity River Bridge (Abut S4-1 DAL:0567318/47205:1851513v 10 Connection Wall West) East Back Wall of Trinity River UP UP UP UP Bridge to 98' East of East Back Wall of Trinity River Bridge (Abut Connection Wall East) 98' East of East Back Wall of TxDOT NTTA TxDOT TxDOT Trinity River Bridge to West Side of Forest Park Boulevard (Trinity to Forest Park Wall) (includes the north -south stubwall connecting to Abut Connection Wall East) West Edge of Forest Park UP UP UP UP Boulevard to Summit Avenue (Forest Park to FWWRR Wall) * The various retaining walls that are the subject of this Attachment are depicted on the following SH121 (SWP) and UPRR Retaining Wall Summary [FOLLOWS THIS PAGE] S4-2 DAL:0567318/47205:18515 l 3 v 10 -- H' � P) OInd UPRRRetaining Wall Summary - Y MSE Wall SA 2-Tier Wall (SE026) r Vickery Wall (SE0213) u°•+ (SE026) MSE Wall SC Main Access RD (SE026) Wall (UPRR) Rogers to University Trinity to Forest Park Wall (SE02) Wall (SE01) Rosedale to Rogers University to Wall (SE02) Trinity Wall (SE01) Abut Connection Abut Connection Forest Park to Wall West Wall East FWWRR Wall (UPRR) (UPRR) (UPRR) 1 SCHEDULES APPROVED FORMS OF ENCROACHMENT AGREEMENT, COMMUNITY FACILITIES AGREEMENT, AND REIMBURSEMENT AGREEMENT BETWEEN CITY AND RAILROAD [follows this page] S5-1 DAL:0567318/47205:1851513 v 10 REIMBURSEMENT AGREEMENT This Agreement is made and entered into as of the (the "Effective Date"), by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("UPRR") and the CITY OF FORT WORTH, TEXAS, a Texas home -rule municipality ("City'). The UPRR and the City may be referred to herein individually as a "Party" or collectively as the "Parties". RECITALS: A. The UPRR, the City, the North Texas Tollway Authority ("NTTA") and the Texas Department of Transportation ("TxDOT") (City, NTTA and TxDOT are sometimes referred to as the "Project Partners") entered into that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009 and subsequently amended (the "Formal Agreement"), pursuant to which the UPRR and the Project Partners established certain agreements and understandings with respect to the design, construction, operation and maintenance of the Southwest Parkway/SH 121 ("SWP/SH 121"). B. Part of the development of SWP/SH 121 involves (i) the design and construction of the two new SWP/SH 121 Bridges and the new Hulen Street Bridge, (ii) the design and construction of certain retaining walls and related drainage systems at various locations along the boundaries separating the North Mainline Bypass Tracks and other portions of the UPRR's Davidson Yard from the right of way of SWP/SH 121 and other properties of ,...i the Project Partners, and (iii) the demolition of the now -existing bridge carrying Hulen Street, all of which shall take place upon, over, across or adjacent to the Davidson Yard, which is owned and operated by the UPRR (the "Crossing Project"). C. In connection with the Crossing Project, (i) the UPRR will design and construct the 4+4+4 Plan, including the design and construction of the North Mainline Bypass Tracks, (ii) the UPRR will design and construct certain retaining walls and related drainage systems at various locations along the boundaries separating the North Mainline Bypass Tracks and other portions of the UPRR's Davidson Yard from the right of way of SWP/SH 121 and other properties of the Project Partners, and (iii) the UPRR has elected to design and construct the Trinity River Railroad Bridge, the easterly extension of trackage and certain other related improvements (collectively, the "Railroad Project"). D. The City has determined a public need for a Trinity River East Bank Maintenance Road for access to the flood protection systems in the river corridor as well as public access to the Trinity River open spaces system. E. For ease of administration and economies of scale, the City requests that the UPRR procure the design and construction of the Trinity River East Bank Maintenance Road as part of UPRR's Railroad Project and accept reimbursement from the City as described in this Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties mutually agree, as follows: 1. UPRR Responsibilities. (a) The UPRR will procure the design of the Trinity River East Bank Maintenance Road under its design agreement with Hanson Wilson, Inc. for the Railroad Project. The estimated cost of the design of the Trinity River East Bank Maintenance Road is less than $28,000.00. (b) The UPRR will cause the construction of the Trinity River East Bank Maintenance Road under its construction agreement with Polivka International Company, Inc. for the Railroad Project. The estimated cost of the construction of the Trinity River East Bank Maintenance Road is less than $70,000.00. City Responsibilities. (a) The City shall reimburse the UPRR for the actual final cost of the design of the Trinity River East Bank Maintenance Road within ten (10) business days of receipt of an invoice and the sealed plans and related documents. (b) The City shall reimburse the UPRR for the actual final cost of the construction of the Trinity River East Bank Maintenance Road within ten (10) business days of receipt of a substantiated invoice. Miscellaneous. (a) Entire Agreement. This Agreement is the entire agreement between the Parties concerning the design and construction of the Trinity River East Bank Maintenance Road. This Agreement is not intended to modify or alter the Formal Agreement and is to be considered separate and apart from the Formal Agreement. If there is any conflict between this Agreement and the Formal Agreement, the Formal Agreement shall control. (b) Representations and Warranties. Each Party hereby represents and warrants to the other Party that (i) such Party has full power and authority to execute and deliver this Agreement and to effectuate the terms hereof without the approval or consent of any other person that has not been obtained; and (ii) this Agreement constitutes the legal, valid and binding obligation and agreement of such Party, enforceable against such Party in accordance with its terms. Without limiting the foregoing, the signatories to this Agreement warrant that each has the authority to enter into this Agreement on behalf of the Party represented. (c) Venue and Jurisdiction. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. (d) Transfer or Assignment. No Party shall assign this Agreement or any of the rights or responsibilities hereunder without prior written approval of the other Party. (e) Contract Construction. The Parties acknowledge that each Party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. (fl No Third Party Beneficiaries. This Agreement shall inure only to the benefit of the Parties hereto and third persons not privy hereto shall not, in any form or manner, be considered a third party beneficiary of this Agreement. Each Party hereto shall be solely responsible for the fulfillment of its own contracts or commitments. (g) Amendment. No amendment of this Agreement shall be effective unless agreed to in writing by all Parties. (h) Authority. Each Party represents that it has full authority to enter into this Agreement, grant the rights and benefits herein described, and satisfy the obligations hereunder, without violating the rights of any third parties or breaching any agreements with third parties. (i) Severability. The provisions of this Agreement are severable, and if any *4400#1 word, phrase, clause, sentence, paragraph, section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. 0) Headings. The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. (k) Execution. This Agreement may be executed in multiple counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement. (Remainder of Page Intentionally Left Blank) IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date first herein written. UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: Name: Title: Approved as to Form and Legality: name title CITY OF FORT WORTH, Fernando Costa Assistant City Manager Recommended By: Bryan Beck, P.E., Program Manager City Manager's Office Approved as to Form and Legality: Amy J. Ramsey Assistant City Attorney ATTEST: Mary Hendrix City Secretary Authorization: Date: � ENCROACHMENT AGREEMENT STATE OF TEXAS § COUNTY OF TARRANT § THIS AGREEMENT is made and entered into by and between the City of Fort Worth, a municipal corporation of Tarrant County, Texas, acting herein by and through its duly authorized City Manager or duly designated Assistant City Manager, hereinafter referred to as the "City", and Union Pacific Railroad Company, a Delaware corporation, hereinafter referred to as "Grantee". WITNESSETH: 1. For and in consideration of the payment by Grantee of the fee set out below and NNoe the true and faithful performance of the mutual covenants herein contained, City hereby grants to Grantee permission to construct/install and/or allow to remain, Improvement(s) ("Improvement') that encroaches upon, uses and/or occupies portions of the space under, on and/or above the streets, alleys, sidewalks and other public rights -of -way, such Improvement(s) are described as follows: Rail bridges and accessory rail bridge supporting structures, footings, and fail track and signal equipment and in addition communications lines and equipment which extend both aerially over City real estate, streets, and right-of-way and are also located upon and under City real estate, streets and right-of-way, with the location and description of said Improvements and the encroachment is more particularly described in Exhibit "A", attached hereto, incorporated herein and made a part hereof for all purposes. 4 All construction, maintenance and operation in connection with such Improvement, use and occupancy shall be performed in strict compliance with this Agreement and the Charter, Ordinances and Codes of the City and in accordance with the directions of the Director of Transportation and Public Works of City, or his duly authorized representative. All plans and specifications thereof shall be subject to the prior written approval of the Director of Transportation and Public Works, or his duly authorized representative, which approval shall not be unreasonably withheld or unduly delayed but such approval shall not relieve Grantee of responsibility and liability for concept, design and computation in preparation of such plans and specifications. 3. Upon completion of construction and installation of said Improvement and thereafter, there shall be no material encroachments in, under, on or above the surface area of the streets, alleys, sidewalks and other public rights -of -way involved, except as either described herein and shown on the hereinabove referred to Exhibit "A" or as described in the aforesaid plans and specifications approved by the Director of Public Works. Material encroachments - shall not include unintentional temporary encroachments resulting from Grantee's construction of the improvements under this agreement that do not interfere with existing or planned City improvements. -2- 14779554\V-3 .wool 4. Grantee, at no expense to the City, shall make proper provisions for the relocation and installation of any existing or future utilities affected by such encroachment use and occupancy, including the securing of approval and consent from the utility companies and the appropriate agencies of the State and its political subdivisions. In the event that any installation, reinstallation, relocation or repair of any existing or future utility or improvements owned by, constructed by or on behalf of the public or at public expense that is pending at the time this Agreement is entered between the City and Grantee, is made more costly by virtue of the construction, maintenance or existence of such encroachment and use, Grantee shall pay to City an additional amount equal to such additional actual and reasonable cost as determined by the Director of Transportation and Public Works of the City, or his duly authorized 1*00*11 representative, provided that the aforesaid has been disclosed by the City to Grantee in writing prior to the execution and delivery of this Agreement. 5. City may enter and utilize the areas below the rail bridges at any time for the purpose of installing or maintaining improvements necessary for the health, safety and welfare of the public or for any other public purpose, provided, however, that the City shall not enter and utilize Improvements consisting of either rail track or bridges and in any case the City shall not conduct or pen -nit any activity which alters or threatens the structural integrity of the Improvements. 91 In order to defray all costs of inspection and supervision which City has incurred or will incur as a result of the construction, maintenance, inspection or management of -3- 147795541V-3 '*Amp., the encroachments and uses provided for by this Agreement, Grantee agrees to pay to City at the time this Agreement is executed a fee in the sum of Five Hundred Seventy - Five Dollars ($575.00). 7. The term of this Agreement shall be fifty (50) years, commencing on the date this Agreement is executed by the City of Fort Worth and thereafter shall be renewed automatically so long as the Improvements are being used. Q In the event the Improvements are abandoned, Grantee shall, at the option of City and at no expense to City, restore the public right-of-way and remove the Improvement encroaching into the public right-of-way, to a condition reasonably acceptable to the Director of Transportation and Public Works, or his duly authorized representative, and in accordance with then existing City specifications. It is understood and agreed to by Grantee that in the event the Improvements are abandoned and Grantee fails to remove the Improvement, Owner hereby gives City permission to remove the Improvement and any supporting structures and assess a lien on the Grantee's interest in the property and the Improvements thereon for the costs expended by the City to remove such Improvement. It is further understood and agreed upon between the parties hereto that the public rights -of -way, alleys, sidewalks ("public right-of-way") to be used and encroached upon as described herein, are held by City as trustee for the public; that City exercises such powers over the public right -of way as have been delegated to it by the Constitution of the State of Texas or by the Legislature; and that City cannot -4- 14779554\V-3 lftftwoll contract away its duty and its legislative power to control the public right-of-way for the use and benefit of the public. It is accordingly agreed that if the governing body of City may at any time during the term hereof determine in its sole discretion to use or cause or permit the right of way to be used for any other public purpose, including but not being limited to underground, surface or overhead communication, drainage, sanitary sewerage, transmission of natural or electricity, or any other public purpose,, whether presently contemplated or not, Grantee shall cooperate with the City's introduction of an additional non-exclusive public purpose provided and on the condition that the then - existing Improvements are not displaced and that the structural integrity of the Improvements is not threatened, that the introduction of the aforesaid non-exclusive public purpose shall neither interfere with the use and operation of the Improvements nor fail to comply with applicable railroad safety and engineering standards, and provided further that the City's introduction of additional non-exclusive improvements do not involve either entry upon or utilization of either rail track or bridges. 10. Grantee understands and agrees that the granting of any encroachment hereunder is not meant to convey to Grantee any right to use or occupy property in which a third party may have an interest, and Grantee agrees that it will obtain all necessary permission before occupying such property. 11. Grantee agrees to comply fully with all applicable federal, state and local laws, statutes, ordinances, codes or regulations in connection with the construction, operation and maintenance of said Improvement, encroachment and uses. -5- 147795541V-3 , now, 12. Grantee agrees to pay promptly when due all fees, taxes or rentals provided for by this Agreement or by any federal, state or local statute, law or regulation. 13. Grantee covenants and agrees that it shall operate hereunder as an independent contractor as to all rights and privileges granted hereunder and not as an officer, agent, servant or employee of City and Grantee shall have exclusive control of and the exclusive right to control the details of its operations, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. The doctrine of respondeat superior shall not apply as between City and Grantee, its officers, agents, servants, employees, contractors and subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Grantee. 14. GRANTEE COVENANTS AND AGREES TO INDEMNIFY, AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL -- -tNJURI,tNC UDING-DEATH, -TO ANYAND ALL PERSONS;--OF-WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT OF GRANTEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES AND INVITEES IN THE CONSTRUCTION, MAINTENANCE, -6- 14779554N-3 Iftow" OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID IMPROVEMENT AND ENCROACHMENT AND USES GRANTED HEREUNDER, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES OF THE CITY; AND GRANTEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR SUCH CLAIMS OR SUITS. GRANTEE SHALL LIKEWISE ASSUME ALL LIABILITY AND RESPONSIBILITY AND SHALL INDEMNIFY CITY FOR ANY AND ALL INJURY OR DAMAGE TO CITY PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT OF GRANTEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES AND INVITEES IN THE CONSTRUCTION, ,%O..i MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID IMPROVEMENT AND ENCROACHMENT AND USES GRANTED HEREUNDER. 15. While this Agreement is in effect, Grantee agrees to furnish City with a Certificate of Insurance, naming City as certificate holder, as proof that it has secured and paid for a policy of public liability insurance covering all public risks related to the proposed use - an�c occupancy of public property as rocated and described in Exhibit "A". The amounts of such insurance shall be not less than the following: $5,000,000 General Liability with the understanding of and agreement by Grantee that such insurance amounts shall be revised upward at City's option and that Grantee shall so revise such amounts immediately following notice to Grantee of such requirement. Such insurance policy -7- 14779554\V-3 Nftwoll shall provide that it cannot be canceled or amended without at least ten (10) days prior written notice to the Building Official of the City of Fort Worth. A copy of such Certificate of Insurance is attached as attached as Exhibit "B". Grantee agrees to submit a similar Certificate of Insurance annually to City on the anniversary date of the execution of this Agreement. Grantee agrees, binds and obligates itself, its successors and assigns, to maintain and keep in force such public liability insurance at all times during the term of this Agreement and until the removal of all encroachments and the cleaning and restoration of the city streets. All insurance coverage required herein shall include coverage of all Grantee's contractors. Grantee may satisfy all its aforesaid insurance obligations to the City under this Section 15 by means of self-insurance provided Grantee is either the Union Pacific Railroad Company at its successor by either merger or by the sale or transfer of substantially all of Union Pacific Railroad Company's assets. Proof of said self- insurance to be in the form attached hereto as Exhibit "B". 16. Grantee agrees to deposit with the City when this Agreement is executed a sufficient sum of money to be used to pay necessary fees to record this Consent Agreement in its entirety in the deed records of Tarrant County, Texas. After being recorded, the original shall be returned to the City Secretary of the City of Fort Worth, Texas -8- 14779554\V-3 ..wof 17. In any action brought by either the City or Grantee for the enforcement of the obligations of Grantee, City shall be entitled to recover interest and reasonable attorney's fees. 18. Grantee covenants and agrees that it will not assign all or any of its rights, privileges or duties under this contract without the prior written approval of the City Manager or designee. Any attempted assignment without prior written approval will be void. The provisions of this Section 18 do not prohibit succession of Grantee's interest by either merger or by the sale or transfer of substantially all of Grantee's assets. 19. THE PARTIES AGREE THAT THE DUTIES AND OBLIGATION CONTAINED `+� IN PARAGRAPH 8 & 14 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 20. All notices to be provided under this Agreement shall be delivered personally or sent by a recognized overnight air courier services, addressed to such Party at the following addresses: Grantee:-- ------------ - Union Attn: AVP Real Estate 1400 Douglas Street — STOP 1690 Omaha, NE 68179-1690 With a copy to: Union Pacific Railroad Company Attn: Real Estate Attorney 1400 Douglas Street — STOP 1580 Omaha, NE 68179-1580 -9- 14779554\V-3 City: Dale A. Fisseler, P.E. City Manager City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 With a copy to: Amy J. Ramsey Assistant City Attorney 1000 Throckmorton Street Fort Worth, TX 76102 A notice shall be deemed received by a party upon its personal delivery to that party, one business day after its deposit with a recognized overnight air courier service properly addressed to that party, or upon that party's actual receipt. Any party may change its notice address by notifying the other party at its then -current notice addresses. 21. This Agreement shall be binding upon the parties hereto, their successors and assigns. 22. -10- 14779554\V-3 If any term, condition or provision of this Agreement or the application thereof shall, to any extent, be invalid or unenforceable, the remainder of this Agreement (or the application of such term, provision or condition to persons or circumstances other than in respect of which it is invalid or unenforceable) shall not be affected thereby, and each term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. EXECUTED this day of City: City of Fort Worth By: Fernando Costa Assistant City Manager Approved as to Form and Legality Assistant City Attorney ATTEST: Marty Hendrix City Secretary Authorization: M&C Date: 20 Grantee: Union Pacific Railroad Company, a Delaware corporation By: G- Y Na Lawrence E. Wzorek Title: Assistant Vire Preside--; Levr— Approved as to Form and Legality: -11 - 147795541V-3 ,*"WWI STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of the City of Fort Worth, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 20 Notary Public in and for the State of Texas -12- 147795541V-3 .� STATE OF ' . / § COUNTY OF tt� § BEFORE ME, the undersigned authority, a Notary Public in and for the State of XtWA"n this day personally appeared Lawrence E. Wzorek , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, as the act and deed of Union Pacific Railroad Company, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this IV?y day of 1200 . GENM WTAW -State of Nebraska MARY R. HOLEMNSKI Notary 1 1n and for the n.My Cwn. Exp. Oct. 15, 2012 State of -13- 14779554\V-3 List of Exhibits Exhibit A — Further description of the Improvements and their location Exhibit B — Proof of Self -Insurance -14- 14779554\v-3 eesm�cm�emsaL. ,: rA,00LT AF}2ARM to K A/lIIALT, trLn caw E MFMALT OKRLAT 07a7.COFIoOtiC OMIWAC70R 70 ASRIK MnOMY fArm TO E 0' 111OL "" rY ckllattic wm 10 OARS • 20 C-C 901" W" WN 2' MACOWLLA7 MIT . ,OWMAC TO E 0OMM N" AWJAMM aatkETt: uMa DVVft a SAN oo�eta A D erwomm w . w 0-- ■A2RAK TO K STMLOM TO A twwt P OaTt CM SAM" EMU* SP'om 0404 R M MWATDI. L 9KRMLX KPAIR 1O K t' MM 3000 M .K" arm ot LAID cvsN tALe tr C-4 SOTL1 WAYS TWO Mlon R�IRIOiD. SLOMME TO K STABk=. 1 ALL SAW CM 10 K FULL MCWAMK {. St= DW 2 '0001K NOW FOR LMIAM AID PARKUr F10311 NOfM r------ 11Q. LRIM !t a•ur �� 1sr. •A. • snw • r . •, • du NOW Y Fm �. m Imm �- � - � - - —• 011E 4R t��.t♦� N trlL 17 RIrS tlLlre •7IN ROGERS DR. EXIST. CONDMONS NOTE: SEE TRAFFIC CONTROL PLANS FOR CONSTRUCTION PHASM EXHIBIT A (1 of 8) -,8 mp % I MIMI N41 . , .... . fu ff� i .aa.. , ma• '� . uatrllw blw w [NirNG Wlf K J•> ,. � M Sf1R'1plw .L, `�•,. '•.,j✓- N.uai«la a. taws°i� f f rrwfn_rweu ,,.�!';! �r.p,w Na v coral raw NIN+f. � N fIr1011t-�"'� awKln u•a rumo Nfll Y f1Y I.wrlll r-Kltrr lw rvYw N �f t+ {� � waor tfw mi j '"'iiiT wr 1• aMw4 N Ii- - _.�0.�111�1 I 'r.i IMI � � I �-•Wt'iM�. itlR wlu L j�raa • ee{wr.w Kayr1w K�r[ (��IwR1�IMw�(Nr K OYMI�II.; �'�Itll�wlNY�.1���IM i+iwwm�i[�rw°�"a 1 u �a m rria. '�J � rl�u•��w IMI M What r Irta —'.. ■ fw fww a u1Kf two — gotr twwy .,rsa..b • ���— APPROVEO FOR �wVMYlR¢R RAlIROhD CONSTRUCTION T- 2 J- 09 � 'Mw to I wo(~ POSTCQF4TAVCTtON C04PLIANCE fimM t.w.... w+ w .. +.. w ... rw�r w.w frrlw n af....r'ww wla* raw w rr r a !II{=I-sto NT - __ TO — EXHIBIT EXHIBIT A (2 of 8) T'Lill3:�.la I Q I I II 1 I � + 1 I a I 1 OA!/ED • t �y� {T`} IIDD' NLTMI 6-MY M1 ATiMTA71MO C _ Jtos tF ttaTRAM cOTt MAA� �di w v aoTTc aMt Atts IF MMDOIT FORAM 210! V1'"""cow, 1106 V COML C2N YOA i ►A4dD,T 1 ,OrMSTNnsvmr LAW ROCGIIS r"tw LKW CtODeEE11 Paq APTAwsumr ]0 naaTt ) + I OOODSIAII 1putTOT tIM T2►-fTRQT .-a �. �IMam � D17-wd-a-soo) • 00%ACL 2N* Cr r COo. SOLVNJI AND 104010A SMS if CF OUAADRAL OUAMMNL I47LA2VMT 10 COOKY AM MOT SMQTS SOT(7)-07A AMC MtPiMI'-0S PIIMaw tMDDIMB or ,Mnenrt omw m �MA owi 1x nDn S' ToOrt ORttY 90TN toom om FALL m I ro AAV opri O --AA t.i' Mt1AAL 1/OR12011TAL OLAroaa SDM (TTDOT R-111 H ZCW TAAMUAL TAtI. a-111 ALL (CTAl ]) MLM SS, lM6YC ALL (CUM®� C[TS iMAN tl MM) I M�0 � M « r�tiwii c.� r ~ g Pi��ei CALL UFOM You DIO as Ts" s x ro W p� wax E, NOTE 1. PAW4TfT AP}tWtS ro K A2T'11KT, MT aatLu K Al11ALT 0"o"' OYM CO1O M CWMACM TC AMAW PAWOIT tpAM TO K r r4m 3sw SEE TRAFFIC CONTROL PLANS PS C011CIKK MF Sy &AM • 2r C-C NM 1TAVS WM r 14W OWLAY. PAWWNY MPAM 76 K OOM1O OM ADJAMT oa.cMttt ,Anna tt KFOOIl9 "" OCM M AID WIMO M t 3t' C-C 11SOAp< TO K FOR CONSTRucnON PHASING STAIMAMA MIIAMIAI r OMft at MA1Ty/ f751N0 bW. gRAiFM.TO OMWAMnapTIOM L mCR901" no �irRnll RxIOaIAC[ M K 7e' N W WAK "M Who CiTMM WMm. SLWU. rOr .L ALL SAW CM TO K TVLL PO[TMATSLI. SAM OJT AM ►AW Dff IIDAOMAI TO K a' .ta FAQ A cm. * Q BQT 2 '094MK W0fW FM it" AID PNOOTIAT T1Ml, MOISS L OTT OF TORT W MM *TPW U M UM OVALS ATTAQLO FOR MOOKNCS. O S. OTT d MW ." T1PM'AC SMt?E7T COTSTROMM KTALS ATTAOO Fa M RVOlO10E 7. 30ra* M M MNAL NO K?LACO[MT 94M&D K IMLL IMIK NO C. v OSSTID COATR1CI M JOINTS 111,��_,,, H � ►ILL FITMUA R IAOMI. n MRAe.�H,R r RwAen rA(3of8) OLD UNIVERSITY DR. Rop owAY AND SIDEWALK MODIFICAnams 100 \' IMIat�" ItIlttsW 9 }. �. ,ISOT w�itRA a+a�a1#fa�i rw'�i�� aowK a �ou�c • NRpAIOAETa IarT=91 NutM ETC 4r 1DYtArit NIOs �x �Na RAINRn'. Eat x+t�Te+4 +«� WiwTx�uE a�+ iq ti'IP - M auNt� T9'ws RADit ERDt IME rMrt IRAL 3-SAY aUAOYAMotwo-LL , m7d am OCTAL 1- INAD Sot ' s, R T?-1' MONO _ Itot v cow. Cups a wTmte 1.Oaa ¢ MA %ACL" taTA tr COkf- OM a W�T}q 1 RaOMDC Y " OI 10L AND ix MSC (K a i AA"ATE URI7ML SKO[TATK COW! 4 ATTAINED, tCt MmUM NO "ARr1,T POWHC7tL WAS 1 "CAD 9AtO 1mi AD Im maim T! rMY OF �. A AaU7MDIT . ,Fy. .�'•.� b 1.0' 1/1a1d4t1�IId1IDTApR�N[ 1rOC f ♦' M®NMUM AN OOIL f fix... t-T7: TAL CtC 06 LF DONE. am 4. 7a IF ►A%Umw iy-F"S^ Atil01 fRll. M ��� /OM ltatp ♦Q MM[ 1 O SL 1. ►AWNdT AFFVM TO K A9%ALt On OOAD K MMV4? VAMAT W4X OOROs7C CONTRAD70R s11E TO AZ►AWONT WMA TO K C' "ON 3000 Rs COIGC1t " p sARs • ZP aC WY N MT MM Y MAC OWMAY. FA%0W RD-Aft 70 WE DOWELED sm Ao. M MUS" tl*A3 DOWELED AO pOm M rs se C-G 9AaDtAOCKAAt=N6QO eWl% OR MAU M tJWMG KCI M *104 ER S ORGTER. t. WITMUN WANR 1O K Ir r7 1000 PS OMCEi WIM /t CAQ • 12' O-f aOTI rRYL TO NCR WD OUDCON RDMOM. UJSONADE 7O K 411DI$D. 1 ALL SAW CIM 7O K NLL PDETNATON. SAr OAT FOR ►AEN} RAL MMOYAT CORM WEDM 7O K 1' ITION FACE Or CLA& ♦ Q WEFT t 'WIOIAL NOTO' MR MEDIAN AIM AAWWRY 1tCM NORM O7T OF TORT SORT" TMCAL STQT COMSTRICOON KTARJ ATTACMCD FOR RVMMQ O. WOKWAV asavAL AND W Amp4T 9W1 Ct70D TO COSMIC CON STRUC" ACAS 7. #WALL Mir METAL MAN OUAD PENCE ■M NOSMAL QW=TOn 10 SOM Wm OF CRDaE 0" FOt TROT 90ST MDO<-mu IO, ro OMIIi1A � � 1t AO U.fM AMT �(Ij PO 1 NAMn nM.wno CALL LIom YOU Die — - '- - - — Mt•[ aAa an To" a 440964MV80 NOTE: j SEE TRAFFIC CONTROL PLANS p FOR CONSTRUCTION PHAS I E+ ; of INSET DETAIL r- 10' SCALE RAIL PON" R re Wm*-clWWffi M wgMM` EXHIBIT A (5 of 8) I Fin rN I ryw rn I I : •r r1r-r eu n N w wr w� _ . I ' Uf•�', en, r� �" w r Rr .. _ r trrrr '•rf .__. s•c •If .. r'•r ..—. _rr.f 9 x•r rr.Lr r. Ir.lr r-•ihY4i,L'1�E r .___r � �,_M-t,r._,; _rin vytt411tir t fIw ! � _ rw rl(grw rtr RruLl. r`.. 'rIRf14 LMII �.. t1f miffs 6�i a 1�, � "m.Y�cM Y� a ' 1` �; L a � �- r c11i bl�i YiLrarr �� �,\ +n twtntA�lRN uwrl nw 1 11ii r•LAL nn rwr. 11 � •. pn1�R t r i. i sirao r tlrr" i i w rr rwleF D[ Rim P i i Lrfr IIIN�I.r-wr 19a.Y _._. y i ttarl•P•w nib .___..__. \ � 1,! � r�aaY�i 'w. � I�wr �r � itw.i •►w r rt raiiroS �iixTii'Jsr IV �j �i1 y wraw Irwcllr 1 j'illllfta•w fa askm rl t. ��gg■ 17 Itw"'�'t i 1 rrR rr — Ira •� r 10 i •fl !1 \fit II .� � ' �i �a I!: III 'r •" ! - - -�I 35LL� _ jj fie'- ..,k •' 'i� � ,. �' —�Y� � Iww Ilrw I�-.f twlK Llw m 11 r tr-� 1 I i � � ' testrlYw r a�lirQ ��fiF aun� ,Ij •.....t= ._., ...t, .._ _.,.__—....... j u wrrOrR Rlw 1 � �I� YIIrY rL~r1�,Y[ R1Y1� %ORI�n6 Y. 7 • 1Q-f �f YCR 1� 1 ' IK'.P •F i •. r •F Immn nw •I ♦mT .� 1 — .w f Na tw1lYr "Lm L I Nl Mlrwr Y4 'I: i ' Cr t14 wIN.Y /•rMtls • 1 •V . AA L IM M 1 ww •t1 u , � wlll 1 M.1 —// awM l NS : �.. P Nl Ktirrl ••_— fltwrO, r jwYW T`.__--_-_____. _._.... _. ......___._._—._.�____ _____.�.r'. «. ~�1M/1 GIR rtw.l ` { YY •r �Go-g+aw.1K ( j Rrw I�inMK `f' &mK, 1 ailZiia�whcu w 1 rin .0 e m • �•1 1no YrIt1 SIM aa�t,,.ron ewrrwvtt.►rowaayl twtr r rI R wo m r w r Ir wr M1I(� WIrIlK, Ywi rRrr "ww ti If. VR P 11111R W 01, T Ow q AP1 OIOI t"Rrr w iwi• y 11( pT lIP,I M w1Y111KA lIY 0.r RKwKlll w1Y. M Yl11nn W r 10.ti rKL •r w 0Tf[Iw ww Y • ILt 1w rY' Iwlt r IY All • . A' rn•Ir ' rOSTCONSTIh1CT 10N CpIML I AdCE Yll tY�pY�f W{l i IIP�1lt�1•pY�1 IY L�R� M1Y<yY/�llty4l RwN AyI1�Y�11 tw1Yw� R YwAC1LA ,IFr M .r r11M \IO OwOwLY _1Y�wl w:wr�y�A arlY w lwrwlM r/�IYY�NMYtl r SWUl AWAMOM Y WwIw41MR a Wll 11� Ft C M 4W Ilt IR Iwrt YINt T(M1w��YpK1111b WYIY.LLY K�luwL9YGt�rr A K em w — eM 1K�OI Ltr1w�1t1W�{yf� M1I�LpQ�ltpyl IIIUI Y •iru .lA w�Ir,N wI N~Y _E F � . 0.11 K 1 YYq TwFIM ML Y Lir! Y YYriw 11•]flWl tulYK.yWfY�N1�Y'rlYyilY 1�I�t 1tgl�wiYrllq wlll fY[YNt11t YI MY IL —w wl w ilYi:n Iwtl IC WIIa�Y��wlli+r IM w�la� +err1Yu11K„Llwrli 1ww6wlDwIrY1 4 _ .ro EXHIBIT A (6 of 8) FOREST PARK BLVD. ROADWAY S STRIPING MODIFICATIONS NOTE: _ SEEA O O O O O Maya cY #& V ro f7lIOI (7a ORAL 3MQ» Io-T- Iwo A _ � V i � ,a a7DA r rt= .xM. 7aoe w CAM M� 1lOc -� tSOO it ►AV 001 vOt w V COC \\ IA� R7A1AI'l1l u rur V CUM TO olso""T atom I.S IOSYAL MOT Max MOA°��r aaa A� wu .. UPILA ALL (MTAI OIMIAM[T% �Au (oMem} Irfff TTMM \ \ 4 \ ( 1� yw CALL 11119 E YOU DIG �. m 7m 44NG4N&TM (� bAw 7! Mend plrb � ICx^' I. IA TO w AW%4LT. OUT COULD K AIFVIT &MAY ONO OOAOOTC. mIT1ACTM TO AmK ►AUmmn r"P TO K r wcm mo A'S' COIOSIL " p 7J ON • N' O-C •OM Ayl VIM T MW1C O%OMAY. MYOIdT IETAM TO K OOt•1t0 m MTO Ao"'oT 000W t t /S OUDMM CAMS 0009= AM OKM M S' • N' C-C. MWAK TO K PAUL= T7 A I•bAM S' Ob1t OI •ARN DOW tCTd1 b•O[WI • •tATfM. L SK"" WW TO K e %.CK ]000 A mmix ■M p uan • /r '-0 KV MTL TWO MOM sAAo Ols.bl A[pA,l�. SAUPAOt 70 K fTAdIIND, O 3. AAL SAW CUTS TO K FWL FEW MA", Or m T7 OSO.00 skm t•OM FACE CE w �{ GIIL 111111��� l $ 2I17 L '600tIL M>RE' FOR 19" NO ►rl(1.Y 1M{!1 MO'IL1 IL CITY OT FONT MOMM T"4CAL SMIRT CO SWW"OI KTAU AftAOMm rOM WOmmom O l Norma fam"AL AM PEPLAM~ -OU D w NIL WDTM AND amm b fmym C0/SMMICTOI AOMTi ` 7. SAYI aln Pm PAw vqr sw oV M K 2.W FMOM PAM OF OMB. 4 rr FOREST PARK BLVD. E)QST. CONDITIONS U MIA NOLLA R ry ADb�0A1•It r Asl•bn T A 17 of Al p ... ...... j'r1Yt-Y.rl fir' m ---- ----- - ---- ------- ---- ----------------- - ---------------- ... .... ...... - ... ........ . . ..... . . . . . . . . . . mr- .... . . . . . . . . . . . . . 1w . . . . . . . . ..... . . . . . . . . . . . . . . ol 0'r ox two lr .. ... ........ ....... ------ — — - It c WIX I am tu. IT. OF ftow PM r, R tft~ V, —INIM APPROVEO FOR m CONSTRUCT ION 7-23-09 of— lqmRw" I_. d40% T UNMPACM RULSOM pm-% to- IMI I Vo OW13N , 1. (2 10= AM A=M $MY All I GOOK WROMMt . .... ..... lWff I OF ?I 4 MTV — EXHIBIT A (8 of 8) It b 7 b C 6 1 1, 4\ _T4 _41 II� kin, ml II, smIt.j, C OCER K1a ul Mflflij -It UNION PACIFIC RAILROAD COM=='JWY t"SURAXW sron,ao ,moo oap.s suss GROUP PR (16» 6NQ115 FAX (tl� b0,-0O5o January 27, 2C7�--_as�9 To Whom It May Concern: This letter will certify that through its risk menages Ammo- anent programs_ Union Pac;ifiQ Railroad Company, a Delaware corporation, as successor 311116 -now--v- Interest to Southern Padflc Transportation Co., Denver & Rio Grande Western Railro;mo � Co., St Louis 4Roulftwesterra Rallway, Chicago & North Western Railway Co., Missouri P Railroad Co.. has self4riaured retentions of varying amounts up b $25,000.4300. General Liability, Property Damage. Automobile Liability and Leased aWroperty fall within these self — Insured retentions. Commercial Insurance has been purchased to ever insur4ad losses that exceed the seif4nsurad retentions. Please note that raIWcmo =---weds are subject to the Federal Employers' Liability Ad (FELA), not Workers' Compensation. In lieu of a Certificate of Insurance, please acce1==nwww'1W this letter to you that Uniors Pacific Railroad Cony has the financial resources to res�and to rabNit)I arising from its contractualmpa obligations. This covers Union Paoffic Railroad sopetadons anywhere In tdortta America. If you need additional information or have any --.questions, pleases call me at (402) 644-2154. — — - -- --- --- Sincere-- --------- David G. Pinc�ck Senior lnsur a ter` -ce Officer EXHIBIT B CO,",&NIUNITY FACILITIES AGREYMENT, THE STATE OF TEXAS ,COVNTY OF TARRANT j *4 0"101 - I g a i %-2v w" 4 �n i6n- - W, we'. ,g City 6f'BDit,)V00hj- fivbf Transom owan&ift.Norih- -A Utholity. (hereinaftr, the-'Tbimal Agrevment'lXity 5=etary-ConfraefNbi.481361; 1MV4 W,HERK,ASi" UP-bas<requmtiDdihe.,City ofPori mh.jahom- e-,r. ailbiftuiAcipAl gyration '-situated. in Thmnt iW -Parker And.'-AViW,COiftities; Texa$�,hdfeinaftgrcalled t1ow r IqOW,THEREFOR KNOW ALL BY THESEPRESENTS: xovmant§�a�&con&K vor"no&fiftei rAW fifCDOMderatibn.,ofthe tons hereby; agree: as fottwv Geweral RtOirements A. Thc--afb=qid:*c4Is are hereby 4fippToate 4ioto iwAgteem Is reference. The Policy.for the., Installation of Community Facilities '("Poliq,,").d6tedMumh.2001,:approved,bythe :City"C.ouncit.,DfthC.'City: of fatf*bda Ohl subsequently-Anflimevia'..'a...Mayor, and :CIOUVICR;'Comnlunitati 4dop* i5y' Wcrr(k is hereby. incorporated iOto:,'this Gommutx W ,Facilities-AgreeMot verbatim. :,,Ul? .agrees comply --with all 'gr es to �co provi$ion%.0f-,,said PbUcy,br,the , Co p to �M ,-hejTur*r,qnd to "t�t hued; -4" � Vp y wt .Policy in connectionwith thcwork-pcaonned,by,,.,sai'O,c-ontMetors. MV!d fi&tic�al;.SeQvrft � in-cciffibnnance-, with paragraph:f, F 0 _M73' TeI xasbcal-Govornittent �.Code and Chapter :2253, TexasGovernment_0' We- fhMit-.cif prod �r gtwantee for this -C--FA,,, irtcIqdejbuta:re notJIWtfx4 t a, A.e r f, 1 in an 4mount. ual t �o� .,.eq. - 5% ci lof the estimated co ,the .- 12 Improvements contemplated - herein of zifd; '"s'durgtion issued by a BrIancial. itaitutio0,100ated, in either tbe,,8tates.pf.Texas,,or Ntbtaskkcash in an:, amount :equal to 1250%, of the, estimated cast, of construetkog.."thp. i"bvcTnents.,,contern AMUW1 #q 04j,"to 1.00of ft,.-cstitnated costs of conitmo *v:JrMM" h Tho_-.Itky *Vees;,.,lhaf the .vsfiinaied Vest of construction ,,i,s-$Z,5,8.'803.3'0. C�. UFI-meogfiizc&,,thaf-there vvitksaid, reviewand'approva I I not to be unreasonably iv-,lWfd,,ot,:unduly datgyed.' nJACCep ted the — 'infrastructure in 9 - -S w -fiv._dwr.-,p p i UP. , t q SWA, SOO f _and'suppliers .;in,t �Cddiitjopa �6,tljwg* thflwt prow v vM 11 w - &lM'-1,-' 'ong -that the cdatractor bas-,4beenpaid4 l:. -fii, I fp grg,Il ire si ne p 'dad Under this of - _phft0y. obd ,this- -CVA and -that --s9dconstruction "h 11 . ,jn-,a-.- g, and ,w.brk*anlike.--.,ma=eraad In mat rlial pcorslance with 00ftowdira %WOO wind. AtetitY oanstruefton plans, .spec tffica'lo ps and CoAtsfjmves -provjAed fQuthe P.f9j6O,. Wd tht, tAdbitgatached hereto. .E. The -,AbIloiOng chocked v&ibits,,are, made A O.artl h'ettaft', Water T .Paving . Ljghts a signs P'Lw F. 'UP -the ac A:contftc onstruction. of conununh. . f , 40es. in y aworchmee Woz*d*:pgraW ,t pudic infinst.motum sh bd:,admmist re4 ifi.. - --fif FOr :alfl fras"tructift-in, cludW in :this -Agmement. ft vdfich -'UP- swardse: All construction oonU*t%A 1h, f VROgre"Toll, Per, 0 Owulg.l� a -1. Td;eynplpv:, wrbf the. dtVartment Mving jurisdiction 'over t> mfrastructure to -be,,, constructed, sW contractor to meet Cl� requirements =ffir belog. insured,.Jjcensgd 4gd bonded to & iwtk la p.611c, streets and/or -6�peff -weer/wasteA& Ouse may prequalified t drin - as ,Xffy hwel. T b -adkno*lcdges and; that : '0 %MMwr UPRR sum -FOOAALAORW,M-T-REIAliD 2 contractors are herebyr .pre -approved- PQTivlca-Tritccnational :,G npang,. ii.- Tt3 `..Veq its atriC a tQ - tt to :-Ac :City a paymesit pefffirm tits = btxid ` in tl . nam* O tho ft and. UP for one hundred " OW I ), of the- contract prtt e= € tie ihfcastrucfuMand a ni intein .bond. Yti t�[e.:mamax7 if .tom;: City. r `ome hundred cce it o•E i mntruaPri�� s�� � ;ttrt'�sl�ruGture: 4, a period of.two (2) fears 1=3nsuttng the, m'in licYam- Oe mod. iq At the constructed in 'astruetuz ;dnttng fte Term of ti}er rn ut n+ce bca ._ All bonds40,ti fiaurn�hed fi �vai�=. � s�ets,ar�d=.tern -'eRryiilema�ts<=;:tf , Chapter 22�3;,-x'e,s {�ci�rttrtteut-., iii, "To: equue Its Caa o s , it. hires '.'_ r m'th :uottstruct on work ;ko.waln dated_ -het ein <.to- .Provide, Vie_ of:`the a_ arnQUOEs rcgia�lr i y fht<'�'C t ai stan�srd:spedificutiiorts and cor►tFact `�do�urnen far d��toperw�ri>u�tructkiue:�ns�etarini- contracts, to The::City:-Aall be named as addiiienul''insured-on ail insurance required by saki i ;documents. and same :NY9 _ e= evidet Ce4i: on tt e: ACQRD Certil'caxe:of Insycontracor' :mran a provider . and bound °ir<;the cpnstnict on Obtract book. ivi "; 16, requ*, ; its wain ctuir =to 'gov 4R 'hours notice to, the Cit s- CoMtruc Wn.=Services Division Qf in t:to ,�timtnence :construction so that Gyt u spe ton pasonne : ill be avai b'i ;;.'a d #v'° require the - contractor tt dove =the ,eoz strut n %.:be; sub,�ect =to - inspection at any and ttr s=by City.:: in cixm ors,. ati440 tatl or relocate any saiftry iseweri,storm drain, or %aater'p pe •unless •a responsible City iitspd'or present attd ,dives. his consent #+�-;pcoeoed which consent AOWiqt. ho tmre taitabty' `ithtteldrt r:undul��•dehyed aad •such iabot��test`mats��.u� ma�•1se°tit�d b��iic lv°rty: v. To requti_ ixs .c,oritractor to f!# i'tilE13 -z;040 ted rein"tract doeuftents , subnf't ed` to flies City to 'Set d cl'e, a'Pre- 04strut� n M eting. "lfie subs i*4 s�ccur no; ems-'than-10.workin.- days::prior to the desired dgte`nf . mcetrig:N6;'jcoiistrucitiorf gill rbaniY►erice without a iCity- issued:iNotkc-;to Proeee4W . 0 dcluy .uanrieett of -buiki rr s to>serAw"), oUse�er.'uod. twatei UPKR SWPFOPOVIALAGRM, M RE14TED - ;3 mains constructed uaderthis Agreement unti aid...., t or;;uu ;-w a. mama:' d 0"'ethcs Y1sve:l en corrtpleted-to:tite_satrsf t pn. of tilt, water 00part:a►ent H. UP. agrees to provide, ..at 1rs expense ;all _ eng rover ng drawings ,-and : documents. necessary to construct ` the im`prvempn,% ,rewired .-Jj� •;this. �grgri�tt;, _ Ahbilidolb-be_ l d h eunder. <.. CIF=yy- 04ses, and,, agrees w hWemnifw,iA&M and hold. thq City harmless for anrnadequactes `in ilia:Oreluninaryr;piaas�'${seci ications`md cost:c-tdmates suppited by°UP•ior tht �4grecalent: ..` J �tcrwvmu m si+d �s *f ntt by # o d s,. Witt .filly i e d% ,, Mold, `em s attd deiici d the t"tty, its cez agents :Otto Yeaaplo froxtg Il suns act o gxacI iiiis xii';.aoy e-h%r r,, WbeitMr M or ass tetl„broi!glit for or on :of Any- In)ui i os; d-bye ` pns fticiuduig ;:dead): or ta.:: aqy�pro:: rosult ng :film or in connection Vith :the negligent act or omission;. recklessness, or willful rniscmlucr of JPs its contractors, subcontractoM officers, agents. or employeesAn the constructtm-dnsign, performance. or �a*6tion: Qf"any vtzcudc t drnied.liy' TciP,:its=to r;=beonlCct -ofc its -el l , •ot to oaristi nee .of:_ y 'l ilure a:: petly, work; _-U (M will further require. its :contractors to: indemri Y I defend and hold fiat[ :tie G� its: taifiis�rsy;.ag+eto#s end ln3s from, `arid`ay` and ..."15 or'a�uses of:aetion.of:sn} stature �shotscer,;v4etfier. Mal ter ."erted, b g t_ for #t _an i i�t.Of ii juri s ar d pa s to persons ,Or °proP�tt��- _,neiading ode , �trr�$ ` ?x or Ili any ,may:, connccied with; the-; negligent ucfi car v Issioo, reicle Hess, or WAIIirl lni ndl ct f `,?Q', its .,,.CbjMmdltors subcontmga.n, o 'icerS; ; igaerOl-br, .employees u fth; tiU [�100jI �:i S1 li,. ormance car co on ol";a y work,W_beperfor b.)#s rOhfta ;A[beOnyaeitc#ors .:offcdr5;.<agents or,xnVt+pye s of %c astroE xi of tie:. in tur cot mpl4*d.hcrein. P tha [0 �AYt1L=gt " its c trac is to indemnify, uncl hold.hart-Wess. the.. 4 City -fir any�lcs_p d %,: ct `cir suffimd by -the• City vr cad=as a -result of said,. oi' fi . m' the, rc k. ci ,,.p rµcc;t a lit% leovem :ia a good_sad orl l�ice'iriartner; fl`t `from defects, fn:,jpim.Awdl;1e :Palle, and:in:aercice �th:.t11.p1;. and_speei , ticros.. - I T is�]"Ptedowofall-_ c ,bas i l `ice a ltstru _ra;ice. TJP. wiJl_as9n toe(, 3.to e+nforre=#lie cot#s e�tereld;irtio.}i�{`UP:�'itti::�tscontrr�=with�pee9�,'ttt -,U provernents egnsisting of;sack Ofty-oSv tl iic infrastructure -along �ri#;agroetO€ all:warrantiiesgven.tiy��r _with, r$spect to [r p o ao corisisugg,,of'such ,City;.mimedVOlib : n#iras#r zpwt+e, whether <expnas�<pr im.I�i�sl� Further, I,7F;aeestharall`coutrae�ts with �t��r.contrac�or 'with :reWdt to nnproveztren s 0ost Of sty, C"ned.: public inasiuetune.:sha[t include „prgtoas gi l Gt teagtt #o: e. h Rttt l 5As:an i:w—ess'intended3W*0k' nfl Ot ocmtraoO :N. Inspection=and rnaterittlIesting:fees'ace;rdquiie totlar s: For Water and. Wastev.titer improvements to be constructed under this A� 1 `s 'shall Y Jn'cash=an ai3l lu3 C $1; 11C. er t j44/e <Of fhe h;waste-,Nrater`improvements. as e� tatecl;in 211o: eptt5tr Lion:co z�uaet,.:for his.'ection'andrnaterial5 testing. 'ifitr i�atrd'2�Gifior:rreriais:�.. imeYstie conueindr this For Paviog;and'Storm Dain. mpro�ee 1`A, af:a , t ,5ljali; pay k:°tas l)iiuing-anti-�stom dt€iiri "ipsp A10 ual:to fb. e - .,'I"o arttd ria ter El-18Stlnf;<fees equal. to.M. t -) :'�'q�;fer:�C��i:�:of�'%�=oft.total-�1� �tnnn 1�rairi-tx�c�ru�#iau: ; t a li : fJte bodstructionv ontrttd iti ;:LiF alrali lra x eash:the c tat cost`:af streetligltiSW be= eons"Cled.hetein yr iftbc; ttj, �s;nclt to ittlltirtg t7ae.Sire tlW4 n8Kdion**equal Yo:four -Ofteil oftlhe f1P's share of streetllO*'tz Construction cost as stated :eonstt iict+ozir'.contracE iv:. 'M",%hall,pay in, cash the total cost of str+eet'signs to., be 4istalled liemin. 10, C.OMPLETTON A ITHI�V 2 YE;rS►RS, 1. Nottiing. contained'tterdn is intaaded te, limit [;lP's obligations under orau SWI?f 81ALxoxt car RJELATM 5 the Policy, this -CFA, it. s'fn$ae kl. guarantee, its. agreement with its e..i eoatractor-or other related: agreements. ii.. The City may :utilize UP's:financial guarantee submitted for this CFA to cause the I completion 'Of the construction-- of the community'facilities to be constructed pursuant to this Agreement if at., the end the L1PRR Construction Period set forth in the Formal Agreement the community facilities to be constructed<pursuant to this Agreement hay a .not been completed and.:accepted. Iv. The City may .utilize the UP's;financiALguakuntee t©-cause the completion of the construction ,of the. community Wil des to be. constructed pursuant to this Agreement or xo cause the payTnent of costs _ for construction of sairie:.befnre..the:epiration ofthe UPRR Construction Period sefforth in the Formal Agreemerit if the UP breaches this CFA and. fails to cure: such breach Witt in.thirty (30) days after receipt of virAtteft notice of. breach issued WAN by the; OtY;, O: r within such additional peeloo oftiMei-AS may be reasonably, necessary, provided UP diligently corm ences':and pursues'"such cure, -becomes insolvent orTails to pay: costs of:construction=and the financiaCguaranteewithin thirty (30) days -*wTitten notice .of breach issued to UP by the City. P. All notices to be provided under' this Agreement shall be delivered personally or sent by a recognized overnight air courier services; addressed to such pa",the folloN4:ing addresses: Grantee: Un an.Pacific Railroad = Company Attn: AVP Engi[eering Design arid: Construction 146000.0 _ r St ?yet — gTO)p, U9%0 ©maha,' yE 68179-Og t 0' With a copy to: 'Union Pacific Railroad Crornpany Attn: Real Estate Attorney I 400 Douglas Street —STOP 1580 Orhiha,` T 681994380. City: DalehA. Fiss+eler,,J?X_ City Manager' City,of Fort NVOrth 1'.000 Throckmor_t�on Street_, Fort Wo`rth, TX 76102 cPM 515PYOWANt AGREEMEWRELATED 6 Ath a;copy-A Arny I R insey Assl Ont-City AtttTitie City of Fort Worth` l060 Throcl morton Street Folt Worth,, TX 70102. Am l;bre tiee red.reccived :by<a party upon�its p n�) delivc* #o that_part�due _�urlitl- d� ,�fter_lts_ deposit .a< 1� th Party ti oUr►esi�<.�grly Addressed -t rtp�ra ,64 s'Acwdrcccipt.:Any,Paity dwetw9e. its: notice;address:by vnot?lge other pit ty°fit 1t l�ttier :ui`cett_otic°adtlnesses. RE. If;gylerM,'epq lition or, }fro ision:of thin Avwment>.ar;thc- alks ' tl�et+co£�k� ��;y esteut, be;<ln�r�iii�.:or.=.wtetif�areeab%,,>th€ �rntin�rr�f this AgmoMg; t provision or -condition to persons or, circumstarices other than in: respect of' -which it is invalid or unenforceable)>shall not be,affected thereb.y,;and.each term, provi§ and, eor :i#ian;of this ig ee rent shall W valid and',enfmcable 'to tic Blest' cxt u pernfgtetil law. (Remainder of pagelutentionallr Left blank -Cost Summary Sheet to follow) 7. Cost..Suntmary Sheet PrO&I'Mme; UPRROavidsan Yard impvi'b emem§'(Pavuig Improvements Associated With The Overhead Railroad Crossings arRogers Road,. University; Drive Old:University and Forest Park Blvd. CPA No.: DOE No.: 6211 UPRR. Dauldson=Yard Fort'Worth:TX. Contractor Casi'Estimate tPalivka lntelrnational>CompaMtrtc:t Overhead 5treetCrrossings =. Pavemerit,:aidewalk.and Curb $.Gutter Replacement Rogers Re d,Ohi!vemity Drive:: Old UrdVersitir Orly4w&F6rest-Park: 7/231222 ITEM: ; Quantity- 'Unit Unit P.rlce Total'` ROGERS ROAD,' :1 Traifrc.Gontrol Plan Im lemenUtion 1 LS :$3,961:50 $ a3,961.50 Subtotal $ 83,961.50 UNIVERSITY DRIVE 2 Traffic Control Plan Implementation 1 LS ' .$ 49,435 00 $ 49,435.00 3 Retnove 4" Median Pavement 390 SF . $ 0 50 $ 1195.00 .4. Re lace 4" Median Pavement 210 SF IS 4.00 $ 840-00, 5 'Remove Curb &Gutter 1.10 LF S 1.00 $ 110.00 6 r7 Re lace Curb & Gutter 110 LF $ 18.00 S 1,980.00, Remove Pavement" assume 8" concrete 480 .:.SF $ 0.50 $ 240.00. 8 Replace Pavement Cassume 8"'aancrete 480 SF $ 9:00 $ 4,320-00 9 1 Remove 4" Concrete Sidewalk 3a5 -SF .:S 0:50 $ 177.50 1.0 1 Replace 4".Concrete Sidewalk '355. SF $ 5.00 $ 1,775.00 ,11 Relocate Street U ht on wooded pole 2 EA $ 675.65 $ 1,351.30 Install 5=Bay Barrier System Attenuating Crash 12 Cushion TAU-11'N .05 , 1 EA ,::$ 3,000.00 $ 3,000.00 13 Remove Metal. Beam Guard Fence 90 LF- S 2.00 $ 180.00 14 install Metal Beam Guard Fence 69 LF $: 20 00 3 1,380.00 Subtotal _ S' 64,183.80 r15- OLD .UNIVERSITY bRIVIV, Tratfictontrol: Plan Im lerrientation:' 1 LSas5,682 50 $ 5.682.50 .16 Remove Pavement assume.8" concrete) 2157 SF $ 0M S 1,078.50 171 Re lace Pavement assume 8" concrete 445 SF $ 9:00 $ 4,005.00 1ti Remove Curb l& Gutter 120 LF s 1.00 $ 120.00 a9 ; Re ace Curb &.Gutter 262 LF $ 10.00 $ 4 716.00 20 Install 4" Median: Pavement, 227 SF _ ,$ 4,00, S 908.00 :21 Remove Bike Trail Pavement 780 SF" $ 0.50 $ 390.00 22, Re lace Bike Trail Pavement' 6"concrete 780 SF $ 7.00 $; 6460.00 -251 IhMall''Road Narrows" Sin 1 EA 3 250 00 $ 250.00 .24 Install "Divided Median" Sign 1 EA $ 250.00 $ 250.00 25' Place 'V' To soil & SeedlH dramuich 1,400 SF $ _ 4.50 $ 700:00 LPRR. S'[T FORM.0 AGREEMM RELATED v m TES'TINONY WHEREOF the City of Fort At`orth has causal this instrument to be executed in quad ruplieate in'its name and on its behalf by its Assistant Ciro A4anager, attested by its City Secretary, 4vith the corporate seal of the City affixed, and said.UP has executed this instrument in quadruplicate, at Fort Worth, Texasthis day of 200 CITY OF FORT WORTH Fernando Costa> Assistant City Manager Recommended: Transportation ;& Public Works William -A. Verkest Director - and/or Nftwi l ater-Department Wendy Chi-Babulal, EhtBA, F.E. Development Engineering Manager Approved as to Form-& Legality: Array J. Ramsey. A ssistant City ;Attorney: ATTEST. Marty Hendrix City Secretary UPRR SNATFORNIAL GRE•EN"TRUATED UNION PACIFIC'RAILROAD CO. <NAM6> <TITLE> 10 Check items, asp"iwteO with pro under jcv*,b'Oiqg.,, token; checked; Items musUbe, igetuded '.u.,,AMt2fchmenftRio this -Agreement beluded Aftaciiinent: Loodlon-kip ❑ Exhibit A.,;NVater huprovements ❑ Watet Estimate El Exhibk.A-1;.Sewfr.],mprovements ❑ SewerEstimate Exhibit Paving:ftprovOrnents , P4� F-Ahnote El Each* BA."$torhi'Draiii Improvements ❑ Storm Drain Estimate El Exhibit.C.Strectlights and Signs Improvements El Street Lights and Signs Fstimate Upa. SWJPFORKAL AQA9 M-"flr-LKfEb L./ VICINITY MAP UPRR OVERHEAD STREET CROSSINGS, ROG ERS ROAD, UNIVERSITY DRIVE, OLD UNIVERSITY DRIVE AND FOREST PARK BLVD. z CALL BEF01111111 YOU DIG 4ja,*Xjtj 1 W#RML Naar MM-joAW-4jr PA"Alr Cam, Pfi bi A X N, u $EE TRAFFIC CONTROL PLANS FOR CIONSTRUCTION PHASING k* *omall EXHIBIT B (i 6t8) I to' A .1 NO Ali ffat , Ir A to 'at u wF &RIfto!: MM If KL coo 94 Jm, JE 1. $ECT I OK.Oj� - 1 -r I C* EXHIBIT 13 (2 of 8) t 04Nt 811'Y cn FOAOWAYMOQIMATIONS �LVP..:"'. "�' �� a G 1+ t lit .t f. 5`-"' oA6lurF! CALI.�EFOREY0116 �1 ,� � ��'`'."`_�•,.� I I t� � � �,••' � �:. .ieru• ,Cl�4iW.t3 Wm�1.�sWd�pelpl F��y CCa, ' NOTE: It, `( SEE TRAFFIC G<?AC OL PLANS FOR CONSTRUCTION PHASING "' - �` 1 I '1� . J j urp�rto'Iw,x nancpvn9 r1,1; �t:xr c—e:s�ca.axr>f�C,,, S• ' t . i j 'I �y I Y \ 1 • iu saw tuft n ac, raLL uW x a► arr''e� rT awevA� �21 St W e Fna =Am or axle i. eat t;!'Fr. s '90IRK Wane` .7x YeaNN r10'.IiAiM(tiAlt nv,Fv .sai1CF• '� -� I I I % ( �'�I 1 ; � � �,.^" • ' A UrtY i1F KRT KIrH e"RIET l4PMN+F[ AI;tAIi. ATAd+16 faR ttti4,OrCi� ow T'!dl Elq f QQI P,fR�Ou ERL�L6 Ari�Gl9 rON, pltaAa 9TxE ET rro- :ti aaowRirFt�ll"f M RMMM4 M $Moi k C NdfRL 1 J/ .''• •, BiEwA'J( h,pvA_ A*9 gFhACfHQ/�. f/Mula ai +,Al.ypii iltbf,fl>�aC'70' txsa�tmtA-E taxTx>M:. Nln, � � � +�,f` � r` Ears; Iw ooWertunh,ort .aN+c j +sv..s,aur •`�y�yy��ip �'•1, r !' MbiCfLhA,f e17..3h+-tQSJ) _ I iylll IMI\�7 �. . UNI11Ftb OR: EXIST C I wir t Aarr � a4: srs,txx 1 �exloPMErail ' 1 I 1 5aa r � nartvara' noo* al�Er j: asMCx e � i I t ,. ��" � �. nattm�x. rendun s�tb uatr tret6o[r, 1I � 1 axx,eza ,vcv �noyY •� � " 1 III - I / i � �k. ,wr-,+st+ar twtro t.�r �'t � ►� f. �,, � �,J � •, �"CI > >?t" "' • � x�, , yth�i � ,..�., �> ��;�• � 9��-'� Jfl�l'I',.,? �,�,... ,�„ '". ,» ,}�': �, . II may y 5,i� WOW 41 %*.iCk ! W Ar ' i I - t�. (' r= '! � a� _ .y�k „r #.✓, rI aft � M �,..1 . \ earsu is raww ^ *i+ �{ T . ►' r,Yk r '• f Y w.+hcr Y.a�. k t 9 -. '�1y�r '� ' •� � t+X cE�! +6' wiW+itefGRY1M•tK i� Y .. b� .r", , 1 ii r.' : . ., ,r'`�.,1 , �" � a Agi0ltri �1 n+oat �',� � ,v*" . I i ^ � I ,. 1 •'. x . " 4s ' .r e � 1�i4:.e+9t+QNRK=ti4fAaAyr f: �[4 �- biR.'Was +annxwi°zr T+r,Kci!laT+' I •. c� 0 ?' 1 twok; v,),k arxu► awem xaerrw,c -,sryr x• EXHIBIT EXHtBtf 0 f4 0 OW UNIVEarry,.DR.:REAbWAYANDtIOEWALK moomtka6NSAl 5aJ Ir sIr C31 pQa" WOM vQ Die 91dE63r t: �\ ..�"°ww ' 1. . �\ '' ,�IMri'!p�9i i'" +�'r: `: � � �'' n•. :+�e.,:r�n may' � '. �=Ai ,. av-rx••RatE .ems r area¢ ao+aaG+r nnrr m grow,# tao McroN4 naa: 7aea tr'sr cane /��!�` NQTE �% (xEae49¢.TEktia _ i„armaay.iaov anuvta�x aw a m raa. ` .:. 3EE TRAFFIC CONTAQL PLANS► O QN1/JE'R1EE raW ETNA 7L L M. .00. o VIN �iii:si woof Aw km " pa I mmk c T i,vw- POIT ifiddOgN ;'WiLlAY�C s. *rt— A 'N (w W44 EXH Alt A (6 Of B)' eIMM' I owe mr vi? 6 all 51 Eitl�K M. (8 e vm �rza rnr, fi z:� a� irrnolnu:l.wa�ra � s;+� ,+ws �� ' •uwur wopar�xcio . Obl{tl�7 M o9c1© alit hWh TW 3B d7lUM 1ll►R{Y+r'kiY GN nMMua-71nw'as 7 'tom dDi:07W�ur $7ww aFu911LLyRiW iSat71 f1'.OIYi l4stM1 L16J :uD a ,. � r. .'1� 'dLCN 111N� XAM+a QMr ltlr0.M tw ,YLg4 nuRwa: i.uar la; t y�j � "v a0 a!! r1QrN iMAM6 SIdM{31M0 tLL Y7lpu;'n01lrw9v� 1r`u 7Y w i�P MKT S � ��/�r� lcli79l�'OmMfba-kodIo buts OR DU LAVA " MUM .e1 w 51Wi xY 'tiM rRa uoa xsr: ;r is at wnlstrxs 'K r �ywamma awl ei; "a va �a . .e rr �vn . d, w x Faravrlts y-a rc r N rrt1 trti R?�'l1ldM 6'W3 C3MM4.L'a VIM3Li1gMB�lMtA11 d+ aiw- 0�ttwe rW m wNar awMeava �ruwa zynw X wM� ct'Ak �r.0e d=0 .�t a sYve Pl MNR .9l3itl & tW i9 H C nriw ltlaRr5YR.7MRtr a1 �cu�!4a. YMO:X.r'Ik'1A4 ,IMWSRO r NH�,'Ma•1Mf'.t7YkR/f'-]i W. 4I!/4NYe1 � �•. y�•, � r � W i�7+a<!n+nrcwurlenl►l h.: Rini. RMO +RMiertl !A r•'�":P r . . m noA noala rnra K W M�1c •pai .Rai S \t: .. aMc'�11�Jt�l n IH !P-lWow- 71yorlovi moil, nags EVC'. w Wt 77 ...... ...... it 4 ix- ... .... ... 71. as jj IF, .622 z7i: 0 34 IM7,77 11MA SCHEDULE6 DESCRIPTION OF REQUIRED PORTIONS OF CROSSING PROJECT 1. SWP Section 1 • Construct Retaining Walls from University to Trinity River along the common boundary • Construct Retaining Walls from Trinity River to Forest Park along the common boundary • Remove the existing Rosedale Connectors and reconstruct Rosedale Connectors • Contribution to construction of Abut Connection Wall East as provided in Schedule 4 2. SWP Section 2 • Construct Retaining Walls from Rosedale Street to University along the common boundary 3. SWP Section 2B includes: • Construct selected bridge elements inside the Davidson Yard to include foundations, columns, crash walls and bent caps for Bridge Bent Lines E, D, F and G (Bents N3, N4, N5, N6, S5, S6, S7, S8, H3, H4, H5, H6) • Construct retaining wall along Vickery (Wall VA) • Construct the bottom section of the 2-tiered wall (Wall TB) • Remove the existing Hulen Bridge Ramp • Structurally brace the existing Hulen Bridge Bent #4 to allow for existing traffic. Note: These are the major items. Other items to be included, but not listed are: traffic control, drainage, signing and striping, illumination (for the Rosedale Connectors), excavation, SWPPP, etc. S6-1 DAL:0567318/47205:1851513v10 SCHEDULE7 APPROVED FORM OF AFFIDAVIT OF FACT FROM UPRR TO TITLE COMPANY [follows this page] S7-1 DAL:0567318/47205:1851513v10 SCHEDULE 7 AFFIDAVIT OF FACT AND UNDERTAKING SUBJECT PROPERTY: See Exhibit A attached hereto STATE OF NEBRASKA ) SS. COUNTY OF DOUGLAS ) Before me, the undersigned authority, on this day personally appeared of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Grantor"), for and on behalf of Grantor, personally known to me to be the person and officer whose name is subscribed hereto, and upon his oath deposes and says and represents to North American Title Company, as agent for Old Republic National Title Insurance Company (the "Title Company") in connection with the title commitments issued by the Title Company with respect to the Subject Property identified on Exhibit A attached hereto (the "Title Commitments"), that he is familiar with the Subject Property and to his actual knowledge there are: -MOO, 1. No real property taxes, assessments, charges or levies against the Subject Property due and payable prior to the date hereof which remain unpaid as of the date hereof, except the following: None 2. No fiber optic easements located in the Subject Property other than (i) the Telecommunications Transmission Easement and Right of Way from Missouri Pacific Railroad Company to AT&T Communications - Interstate Division as recorded in Volume 8111, Page 275, Tarrant County, Texas and (ii) the Perpetual Easement Deed by Union Pacific Railroad Company to Sprint Communications Company, L.P. as recorded in Clerk's file No. D209071515, Tarrant County, Texas. 3. No portion of the Subject Property is affected by the Supplemental Final Order and Judgment in the case captioned In Re: AT&T Fiber Optic Cable Installation Litigation entered September 18, 2007 and recorded in Clerk's file No. D207393330, Tarrant County, Texas. 4. No unpaid or unsatisfied security deeds, mortgages, deeds of trust, or Uniform Commercial Code financing statements which would encumber or affect the title or interest or impose liens upon the Subject Property, which are not disclosed of record and reflected on the Title Commitments or which do not specifically describe the Subject Property, which have been entered into by Grantor or its predecessors in interest. As to item 4 above, Grantor hereby agrees to cause the holders of any such security deeds, mortgages and deeds of trust or statements disclosed of record to execute and deliver to the Title Company for recordation releases of those portions of the Subject Property as to which Grantor is conveying fee simple title from the liens thereof promptly after the closing of Grantor's conveyance of such portions of the Subject Property. I/WE FURTHER STATE: This Affidavit of Fact and Undertaking is made to the Title Company as an inducement to it to complete the transactions contemplated by the Title Commitments and I/we realize that the Title Company is relying upon the statements and undertakings contained herein; and the undersigned does hereby swear under the penalties of perjury that to his knowledge the foregoing information is true and correct in all respects. Signed this day of , 20_ UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By:_ Title: ,*owe STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) On , 20_, before me, a Notary Public in and for said County and State, personally appeared of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public (SEAL) -2- 1482D266\V-3 EXHIBIT A Description of Subiect Propertv and List of Title Commitments Parcel 11 Pts. 1 & 2 - Commitment No. 14766-09-00353 Parcel 49 - Commitment No. 14766-09-00352 Parcel 58 Pts. 1-4 - Commitment No. 14766-09-00351 Parcel 58E Pt. 29 - Commitment No. 14766-09-00639 Parcel 58E Pt. 1- Commitment No. 14766-09-00354 Parcel 58E Pt. 2 - Commitment No. 14766-09-00613 SCHEDULE 8 �i APPROVED CATEGORIES OF INCREMENTAL COSTS ARISING FROM DEFERRAL OF NTTA CONSTRUCTION PERIOD The eastbound frontage road along SH 121 (30EBFR) probably will not be constructed early. UP will need to construct a temporary road from the Vehicular UPRR Access to existing Vickery. The temporary road will be removed and final road will be constructed once 30EBFR is built. Estimated cost to build the temporary road and complete the work in the future is $58,000. A temporary easement will be needed for the temporary road. Final cost will need to be confirmed by a detailed design and contractor's unit prices. 2. Eastbound frontage road between Montgomery and University probably will not be constructed early. UP will need to remove some paving in a parking lot, construct a temporary road from the Replacement Kimzey Entrance (Vehicular UPRR Access) to existing Vickery. The temporary road will be removed and final road will be constructed once the MONT-UN1 frontage road is built. A temporary easement will be needed for the temporary road. Estimated cost to build the temporary road and complete the work in the future is $120,000. Final cost will need to be confirmed by a detailed design and contractor's unit prices. Shifts of north main lines, construction of permanent access roads under Hulen must occur after existing Hulen is demolished. Estimated incremental cost for mobilization and inflation to perform this work in the future is $45,000. 4. Main entrance road to yard office under existing Hulen will be redesigned and constructed to 11"d facilitate a semi -permanent road after the MSE wall along Track 310 is constructed. The road will be two lanes with two crossings over the temporary hump lead. A portion of the semi- permanent road will need to be removed in the future to allow SH 121 construction. Estimated incremental cost is $14,000. 5. Restoring the hump lead and main entrance road will occur after the existing Hulen is demolished. Estimated incremental cost for inflation to defer this work is $80,000. 6. Shifts of west end receiving leads under Hulen must occur after existing Hulen is demolished. Estimated incremental cost for inflation is to defer this work is $54,000. 7. Adjustments to administrative costs will be needed for the extended project. Estimated incremental cost for three employee -days per month is $170,000. S8-1 DAL:0567318/47205:1851513v 10 EXHIBIT A -I APPROVED FORM OF DEED WITHOUT WARRANTY FROM UPRR TO NTTA [follows this page] A-1-1 DAL:0567318/47205:1851513v10 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. When recorded, return to: Locke Lord Bissell & Liddell LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201-6776 Attn: Frank E. Stevenson, II DEED WITHOUT WARRANTY UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to Grantor in hand paid by NORTH TEXAS TOLLWAY AUTHORITY, a regional tollway authority and a political subdivision of the State of Texas ("Grantee"), the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND tis CONVEY unto Grantee all of the land described in Exhibit A attached hereto and hereby made a part hereof, together with all structures and improvements of any kind now or hereafter situated thereon, and all rights, privileges and appurtenances thereunto belonging (the "Property"). NOTWITHSTANDING THE FOREGOING, there is and shall be reserved and excepted from the Property and the conveyance, all of Grantor's right, title and interest of any nature whatsoever in and to all of the oil, gas and other minerals and mineral interests of whatever nature or character in, under and/or that may be produced from the Property, together with all privileges appertaining thereto; PROVIDED, HOWEVER, Grantor, for itself and its successors and assigns, mortgagees, lessees and licensees, does and shall forever waive and relinquish any and all use of the surface of the Property for any reason, including, without limitation, the right to enter upon the Property for the exploration or development of the mineral estate for oil, gas and other mineral interests of every nature and character and/or mineral exploration, development, production, storage, transmission or otherwise, and the right to place or maintain any structures, improvements, equipment or pipelines in, on, under or across the Property, or to install any fixtures or facilities (a) on the surface of the Property or (b) outside the boundaries of the Property within a radius of two hundred (200) feet, but only to the extent Grantor owns the property within such 200-foot radius and, if Grantor owns such property, such restriction with respect to such 200-foot radius is subject to any drilling rights pursuant to leases granted by Grantor prior to September 23, 2009, subject to clauses (i) and (ii) below. The foregoing surface use waiver shall not prohibit N%0001 subterranean underground directional drilling or horizontal drilling activities that begin upon and are conducted from the surface of real property other than the Property and other than within Davidson Yard Deed — Page 1 DAL:0567318/47205:18 84802v4 such 200-foot radius (subject to the qualifications in clause (b)), provided that (i) all such drilling NNOW, activities at all times penetrate the Property sufficiently below the surface so as to not interfere with or disturb in any manner the present or future use to which Grantee or its successors and assigns, mortgagees, lessees and licensees may desire to devote to the surface of such Property; and (ii) in no event shall the directional drilling or horizontal drilling or subsurface activities intersect the boundaries of the Property at depths less than (A) [one hundred (100) feet] [subject to revision prior to the Permanent Property Interest Transfer Date, as provided in Section 4 of the Fifth Amendment] with respect to any drilling rights granted by Grantor prior to September 23, 2009, and (B) otherwise, five hundred (500) feet. This conveyance is made pursuant to that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, between Grantor, Grantee, the Texas Department of Transportation (the "TxDOT"), and the City of Fort Worth (the "City"), as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement dated as of September _, 2009 (as heretofore or hereafter amended, the "Formal Agreement"), pursuant to which the parties established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 ("SWP/SH 121 ") in the vicinity of the Grantor's Davidson Yard (the "Project"). TO HAVE AND TO HOLD the Property, together with all and singular the rights, privileges, and appurtenances thereto in anywise belonging, unto Grantee, its successors and �.r assigns. The Property is transferred "as is," without warranty of title, and subject to all matters of record. Grantor does not make to Grantee, or its successors and assigns, any representations as to the title to the Property and Grantor does hereby convey to Grantee, its successors and assigns, the Property without warranty of title, either express or implied, and specifically excluding the warranties of title arising by virtue of §5.023 of the Texas Property Code (or its successor) and all other warranties of title that might arise by common law or statute. [Signature Page Follows] Davidson Yard Deed — Page 2 DAL: 0567318/47205:1884802v4 EXECUTED on this day of , 20 UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By:_ Name: Title: THE STATE OF § COUNTY OF § This instrument was acknowledged before me the day of , 2009 by of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, on behalf of said corporation. Notary Public Signature [PERSONALIZED SEAL] Address of Grantee: North Texas Tollway Authority 5900 West Plano Parkway Suite 100 P.O. Box 260729 Plano, Texas 75026 Attention: Executive Director Davidson Yard Deed — Page 3 DAL:0567318/47205:1884802v4 EXHIBIT A to DEED WITHOUT WARRANTY DESCRIPTION OF PROPERTY [PARCELS 58-PT1, 58-PT2, 58-PT3 and 58-PT4] (see attached) Davidson Yard Deed — Page 4 DAL:0567318147205:1884802v4 EXHIBIT A-2 APPROVED FORM OF DEED WITHOUT WARRANTY FROM UPRR TO TXDOT [follows this page] A-2-1 DAL:0567318/47205:1851513v10 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. When recorded, return to: Locke Lord Bissell & Liddell LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201-6776 Attn: Frank E. Stevenson, II DEED WITHOUT WARRANTY UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to Grantor in hand paid by THE STATE OF TEXAS, ACTING THROUGH THE TEXAS TRANSPORTATION COMMISSION AND ON BEHALF OF THE TEXAS DEPARTMENT OF TRANSPORTATION ("Grantee'), the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD AND ,*ampr' CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee all of the land described in Exhibit A attached hereto and hereby made a part hereof, together with all structures and improvements of any kind now or hereafter situated thereon, and all rights, privileges and appurtenances thereunto belonging (the "Property"). NOTWITHSTANDING THE FOREGOING, there is and shall be reserved and excepted from the Property and the conveyance, all of Grantor's right, title and interest of any nature whatsoever in and to all of the oil, gas and other minerals and mineral interests of whatever nature or character in, under and/or that may be produced from the Property, together with all privileges appertaining thereto; PROVIDED, HOWEVER, Grantor, for itself and its successors and assigns, mortgagees, lessees and licensees, does and shall forever waive and relinquish any and all use of the surface of the Property for any reason, including, without limitation, the right to enter upon the Property for the exploration or development of the mineral estate for oil, gas and other mineral interests of every nature and character and/or mineral exploration, development, production, storage, transmission or otherwise, and the right to place or maintain any structures, improvements, equipment or pipelines in, on, under or across the Property, or to install any fixtures or facilities (a) on the surface of the Property or (b) outside the boundaries of the Property within a radius of two hundred (200) feet, but only to the extent Grantor owns the property within such 200-foot radius and, if Grantor owns such property, such restriction with respect to such 200-foot radius is subject to any drilling rights granted by Grantor prior to September 23, 2009, subject to clauses (i) and (ii) below. The foregoing surface use waiver shall not prohibit subterranean underground ,%amp., directional drilling or horizontal drilling activities that begin upon and are conducted from the Davidson Yard Deed — Page l DAL:05673 l 8/47205:1886516v2 surface of real property other than the Property and other than within such 200-foot radius *-AMP." (subject to the qualifications in clause (b)), provided that (i) all such drilling activities at all times penetrate the Property sufficiently below the surface so as to not interfere with or disturb in any manner the present or future use to which Grantee or its successors and assigns, mortgagees, lessees and licensees may desire to devote to the surface of such Property; and (ii) in no event shall the directional drilling or horizontal drilling or subsurface activities intersect the boundaries of the Property at depths less (A) [one hundred (100) feet] [subject to revision prior to the Permanent Property Interest Transfer Date, as provided in Section 4 of the Fifth Amendment] with respect to any drilling rights granted by Grantor prior to September 23, 2009, and (B) otherwise, than five hundred (500) feet. This conveyance is made pursuant to that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, between Grantor, Grantee, the City of Fort Worth (the "City"), and North Texas Tollway Authority, a regional tollway authority and a political subdivision of the State of Texas (the "NTTA"), as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement -dated as of September , 2009 (as heretofore or hereafter amended, the "Formal Agreement"), pursuant to which the parties established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 ("SWP/SH 121") in the vicinity of the Grantor's Davidson Yard (the "Project"). ,%..i TO HAVE AND TO HOLD the Property, together with all and singular the rights, privileges, and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns. The Property is transferred "as is," without warranty of title, and subject to all matters of record. Grantor does not make to Grantee, or its successors and assigns, any representations as to the title to the Property and Grantor does hereby convey to Grantee, its successors and assigns, the Property without warranty of title, either express or implied, and specifically excluding the warranties of title arising by virtue of §5.023 of the Texas Property Code (or its successor) and all other warranties of title that might arise by common law or statute. [Signature Page Follows] Davidson Yard Deed — Page 2 DAL:0567318/47205:18 86516v2 Nvw EXECUTED on this day of , 20 UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By:_ Name: Title: THE STATE OF 2 COUNTY OF § This instrument was acknowledged before me the day of , 2009 by , of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, on behalf of said corporation. [PERSONALIZED SEAL] Address of Grantee: Texas Department of Transportation Fort Worth District Office 2501 SW Loop Fort Worth, Texas 76133 Attention: District Engineer Notary Public Signature Davidson Yard Deed — Page 3 DAL: 05 67318/47205:18 86516v2 EXHIBIT A to DEED WITHOUT WARRANTY DESCRIPTION OF PROPERTY [Parcels 11 PT I, 11 PT2 and 49] (see attached) Davidson Yard Deed — Page 4 DAL:0567318/47205:1886516v2 EXHMIT A-3 APPROVED FORM OF DEED WITHOUT WARRANTY FROM TXDOT TO UPRR [follows this page] A-3-1 DAL:0567318/47205:1851513 v 10 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. When recorded, return to: Sonnenschein Nath & Rosenthal LLP 4520 Main Street Suite 1100 Kansas City, MO 64111-7700 Attn: James C. Neeld, Esq. DEED WITHOUT WARRANTY THE STATE OF TEXAS, ACTING THROUGH THE TEXAS TRANSPORTATION COMMISSION AND ON BEHALF OF THE TEXAS DEPARTMENT OF TRANSPORTATION ("Grantor'), pursuant to Minute Order passed by the Texas Transportation Commission on , 2009, as shown by 1*4=10e the official minutes of the Texas Transportation Commission, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to Grantor in hand paid by the UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Grantee'), the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee all of the land described in Exhibit A attached hereto and hereby made a part hereof, together with all structures and improvements of any kind now or hereafter situated thereon, and all rights, privileges and appurtenances thereunto belonging (the "Property"). NOTWITHSTANDING THE FOREGOING, there is and shall be reserved and excepted from the Property and the conveyance, all of Grantor's right, title and interest of any nature whatsoever in and to all of the oil, gas and other minerals and mineral interests of whatever nature or character in, under and/or that may be produced from the Property, together with all privileges appertaining thereto; PROVIDED, HOWEVER, Grantor, for itself and its successors and assigns, mortgagees, lessees and licensees, does and shall forever waive and relinquish any and all use of the surface of the Property for any reason, including, without limitation, the right to enter upon the Property for the exploration or development of the mineral estate for oil, gas and other mineral interests of every nature and character and/or mineral exploration, development, production, storage, transmission or otherwise, and the right to place or maintain any structures, improvements, **NANO,, equipment or pipelines in, on, under or across the Property, or to install any fixtures or facilities (a) on the surface of the Property or (b) outside the boundaries of the Property within a radius of TxDOT/UPRR Deed — Page 1 of 3 14805260\V-3 two hundred (200) feet, but only to the extent Grantor owns the property within such 200-foot radius and, if Grantor owns such property, such restriction with respect to such 200-foot radius is subject to any drilling rights granted by Grantor prior to September 23, 2009, subject to clauses (i) and (ii) below. The foregoing surface use waiver shall not prohibit subterranean underground directional drilling or horizontal drilling activities that begin upon and are conducted from the surface of real property other than the Property and other than within such 200-foot radius (subject to the qualifications in clause (b)), provided that (i) all such drilling activities at all times penetrate the Property sufficiently below the surface so as to not interfere with or disturb in any manner the present or future use to which Grantee or its successors and assigns, mortgagees, lessees and licensees may desire to devote to the surface of such Property; and (ii) in no event shall the directional drilling or horizontal drilling or subsurface activities intersect the boundaries of the Property at depths less (A) [one hundred (100) feet] [subject to revision prior to the Permanent Property Interest Transfer Date, if the deed from UPRR to TxDOT is revised as provided in Section 4 of the Fifth Amendment] with respect to any drilling rights granted by Grantor prior to September 23, 2009, and (B) otherwise, than five hundred (500) feet. This conveyance is made pursuant to that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, between Grantor, Grantee, the City of Fort Worth (the "City"), and North Texas Tollway Authority, a regional tollway authority and a political subdivision of the State of Texas (the "NTTA"), as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement dated as of September , 2009 (as heretofore or hereafter amended, the "Formal Agreement"), pursuant to which the parties established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 ("SWP/SH 121") in the vicinity of the Grantor's Davidson Yard (the "Project").TO HAVE AND TO HOLD the Property, together with all and singular the rights, privileges, and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns. The Property is transferred "as is," without warranty of title, and subject to all matters of record. Grantor does not make to Grantee, or its successors and assigns, any representations as to the title to the Property and Grantor does hereby convey to Grantee, its successors and assigns, the Property without warranty of title, either express or implied, and specifically excluding the warranties of title arising by virtue of §5.023 of the Texas Property Code (or its successor) and all other warranties of title that might arise by common law or statute. Anything herein to the contrary notwithstanding, the conveyance of the Property by Grantor hereunder is made subject to the continued rights of existing utilities in the Property, if any, as provided by law, and any required adjustments will be at no cost to Grantor. [Signature Page Follows] TxDOT/UPRR Deed — Page 2 of 3 14805260\V-3 IN TESTIMONY WHEREOF, I have caused the Seal of the State to be affixed. Executed this the day of 12009. Attest: 1%0001 Hope Andrade Secretary of State RICK PERRY GOVERNOR OF TEXAS Recommended for Approval: Amadeo Saenz, Jr., P.E. Executive Director Approved: Greg Abbott Attorney General Anthony J. Blazi Assistant Attorney General Grantee's Mailing Address: 1400 Douglas Street - STOP 1690, Omaha, Nebraska 68179-1690 Attention: Mr. Rodney S. Carroll, Senior Manager Acquisitions NOTE TO COUNTY CLERK: PROPERTY CODE SECTION 12.006 AUTHORIZES THE RECORDATION OF THIS INSTRUMENT WITHOUT ACKNOWLEDGEMENT OR FURTHER PROOF OF THE SIGNATURE OF THE GOVERNOR TxDOT/UPRR Deed — Page 1 of 3 14805260\V-3 EXHIBIT A to Deed Without Warranty DESCRIPTION OF PROPERTY PARCELS 09-10 PTS. 1-6 AND PT.8 (see attached) TXDOTIUPRR Deed — Page 1 of 3 14805260\V-3 EXHIBIT A-4 APPROVED FORM OF DEED WITHOUT WARRANTY FROM CITY TO NTTA [follows this page] A-4-1 DAL:0567318/47205:1851513v 10 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, �..i YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. When recorded, return to: Locke Lord Bissell & Liddell LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201-6776 Attn: Frank E. Stevenson, II DEED WITHOUT WARRANTY THE CITY OF FORT WORTH, TEXAS, a Texas home -rule municipality ("Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to Grantor in hand paid by NORTH TEXAS TOLLWAY AUTHORITY, a regional tollway authority and a political subdivision of the State of Texas ("Grantee"), the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee all of the land described in Exhibit A attached hereto and hereby made a ..�i part hereof, together with all structures and improvements of any kind now or hereafter situated thereon, and all rights, privileges and appurtenances thereunto belonging (the "Propert '). NOTWITHSTANDING THE FOREGOING, there is and shall be reserved and excepted from the Property and the conveyance, all of Grantor's right, title and interest of any nature whatsoever in and to all of the oil, gas and other minerals and mineral interests of whatever nature or character in, under and/or that may be produced from the Property, together with all privileges appertaining thereto; PROVIDED, HOWEVER, Grantor, for itself and its successors and assigns, mortgagees, lessees and licensees, does and shall forever waive and relinquish any and all use of the surface of the Property for any reason, including, without limitation, the right to enter upon the Property for the exploration or development of the mineral estate for oil, gas and other mineral interests of every nature and character and/or mineral exploration, development, production, storage, transmission or otherwise, and the right to place or maintain any structures, improvements, equipment or pipelines in, on, under or across the Property, or to install any fixtures or facilities (a) on the surface of the Property or (b) outside the boundaries of the Property within a radius of two hundred (200) feet, but only to the extent Grantor owns the property within such 200-foot radius and, if Grantor owns such property, such restriction with respect to such 200-foot radius is subject to any drilling rights granted by Grantor prior to the effective date of this conveyance, subject to clauses (i) and (ii) below. The foregoing surface use waiver shall not prohibit subterranean underground directional drilling or horizontal drilling activities that begin upon and are conducted from the surface of real property other than the Property and other than within Davidson Yard Deed — Page I DAL:0567318/47205:1871841 v4 such 200-foot radius (subject to the qualifications in clause(b)), provided that (i) all such drilling activities at all times penetrate the Property sufficiently below the surface so as to not interfere with or disturb in any manner the present or future use to which Grantee or its successors and assigns, mortgagees, lessees and licensees may desire to devote to the surface of such Property; and (ii) in no event shall the directional drilling or horizontal drilling or subsurface activities intersect the boundaries of the Property at depths less than five hundred (500) feet. This conveyance is made pursuant to that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, between Grantor, Grantee, the Texas Department of Transportation (the "TxDOT"), and Union Pacific Railroad Company, a Delaware corporation (the "Railroad"), as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement dated as of September _, 2009 (as heretofore or hereafter amended, the "Formal Agreement"), pursuant to which the parties established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 ("SWP/SH 121") in the vicinity of the Railroad's Davidson Yard (the "Project"). TO HAVE AND TO HOLD the Property, together with all and singular the rights, privileges, and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns. ,%wool The Property is transferred "as is," without warranty of title, and subject to all matters of record. Grantor does not make to Grantee, or its successors and assigns, any representations as to the title to the Property and Grantor does hereby convey to Grantee, its successors and assigns, the Property without warranty of title, either express or implied, and specifically excluding the warranties of title arising by virtue of §5.023 of the Texas Property Code (or its successor) and all other warranties of title that might arise by common law or statute. [Signature Page Follows] Davidson Yard Deed — Page 2 DAL:0567318/47205:187184I A EXECUTED on this day of , 20 CITY OF FORT WORTH, a Texas home -rule municipality By: Name: Title: RECOMMENDED BY: By: Name: Title: Department: APPROVED AS TO FORM: By: Name: Title: Davidson Yard Deed — Page 3 DAL:0567318/47205:1871841 v4 THE STATE OF § COUNTY OF § This instrument was acknowledged before me the Texas home -rule municipality, on behalf of said authority. [PERSONALIZED SEAL] Address of Grantee: North Texas Tollway Authority 5900 West Plano Parkway Suite 100 P.O. Box 260729 Plano, Texas 75026 Attention: Executive Director day of , 2009 by of CITY OF FORT WORTH, a Notary Public Signature Davidson Yard Deed — Page 4 DAL:0567318l47205:1871841 v4 EXHIBIT A to DEED WITHOUT WARRANTY DESCRIPTION OF PROPERTY [PARCELS 51 (SAVE AND EXCEPT 09-10 PT6), 53-PT1, 53-PT2, 55, 56-PT1, 56-PT2, 59, 60, 61 (SAVE AND EXCEPT 09-10 PT8), 62-PT1, 62-PT2, 65 (SAVE AND EXCEPT 09-10 PT8) AND 66 - 891 (see attached) Davidson Yard Deed — Page 5 DAL:0567318/47205:187184IA EXHIBIT A-5 APPROVED FORM OF DEED WITHOUT WARRANTY FROM CITY TO TXDOT [follows this page] A-5-1 DAL:0567318147205:1851513v 10 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, .✓ YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. When recorded, return to: Locke Lord Bissell & Liddell LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201-6776 Attn: Frank E. Stevenson, II DEED WITHOUT WARRANTY THE CITY OF FORT WORTH, TEXAS, a Texas home -rule municipality ("Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to Grantor in hand paid by THE STATE OF TEXAS, ACTING THROUGH THE TEXAS TRANSPORTATION COMMISSION AND ON BEHALF OF THE TEXAS DEPARTMENT OF TRANSPORTATION ("Grantee"), the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD AND ,%..i CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee all of the land described in Exhibit A attached hereto and hereby made a part hereof, together with all structures and improvements of any kind now or hereafter situated thereon, and all rights, privileges and appurtenances thereunto belonging (the "Propert '). NOTWITHSTANDING THE FOREGOING, there is and shall be reserved and excepted from the Property and the conveyance, all of Grantor's right, title and interest of any nature whatsoever in and to all of the oil, gas and other minerals and mineral interests of whatever nature or character in, under and/or that may be produced from the Property, together with all privileges appertaining thereto; PROVIDED, HOWEVER, Grantor, for itself and its successors and assigns, mortgagees, lessees and licensees, does and shall forever waive and relinquish any and all use of the surface of the Property for any reason, including, without limitation, the right to enter upon the Property for the exploration or development of the mineral estate for oil, gas and other mineral interests of every nature and character and/or mineral exploration, development, production, storage, transmission or otherwise, and the right to place or maintain any structures, improvements, equipment or pipelines in, on, under or across the Property, or to install any fixtures or facilities (a) on the surface of the Property or (b) outside the boundaries of the Property within a radius of two hundred (200) feet, but only to the extent Grantor owns the property within such 200-foot radius and, if Grantor owns such property, such restriction with respect to such 200-foot radius is subject to any drilling rights granted by Grantor prior to the effective date of this conveyance, subject to clauses (i) and (ii) below. The foregoing surface use waiver shall not prohibit �"� subterranean underground directional drilling or horizontal drilling activities that begin upon and Davidson Yard Deed — Page 1 DAL: 0567318/47205:1871792v4 are conducted from the surface of real property other than the Property and other than within Iftow, such 200-foot radius (subject to the qualifications in clause (b)), provided that (i) all such drilling activities at all times penetrate the Property sufficiently below the surface so as to not interfere with or disturb in any manner the present or future use to which Grantee or its successors and assigns, mortgagees, lessees and licensees may desire to devote to the surface of such Property; and (ii) in no event shall the directional drilling or horizontal drilling or subsurface activities intersect the boundaries of the Property at depths less than five hundred (500) feet. This conveyance is made pursuant to that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, between Grantor, Grantee, the North Texas Tollway Authority (the "NTTA"), and Union Pacific Railroad Company, a Delaware corporation (the "Railroad"), as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement dated as of September _, 2009 (as heretofore or hereafter amended, the "Formal Agreement"), pursuant to which the parties established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 ("SWP/SH 121") in the vicinity of the Railroad's Davidson Yard (the "Protect"). TO HAVE AND TO HOLD the Property, together with all and singular the rights, privileges, and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns. The Property is transferred "as is," without warranty of title, and subject to all matters of record. Grantor does not make to Grantee, or its successors and assigns, any representations as to the title to the Property and Grantor does hereby convey to Grantee, its successors and assigns, the Property without warranty of title, either express or implied, and specifically excluding the warranties of title arising by virtue of §5.023 of the Texas Property Code (or its successor) and all other warranties of title that might arise by common law or statute. [Signature Page Follows] Davidson Yard Deed — Page 2 DAL:0567318/47205:18 71792v4 EXECUTED on this day of , 20 CITY OF FORT WORTH, a Texas home -rule municipality By: Name: Title: RECOMMENDED BY: By: Name: Title: Department: APPROVED AS TO FORM: By:_ Name: Title: Davidson Yard Deed — Page 3 DAL:0567318/47205:1871792v4 THE STATE OF § COUNTY OF § This instrument was acknowledged before me the Texas home -rule municipality, on behalf of said authority. [PERSONALIZED SEAL] Address of Grantee: Texas Department of Transportation Fort Worth District Office 2501 SW Loop Fort Worth, Texas 76133 Attention: District Engineer day of , 2009 by of CITY OF FORT WORTH, a Notary Public Signature Davidson Yard Deed - Page 4 DAL: 0567318/47205:1871792v4 EXHIBIT A to DEED WITHOUT WARRANTY DESCRIPTION OF PROPERTY [Parcels 09-10 PT6 and PT8] (see attached) Davidson Yard Deed — Page 5 DAL:0567318/47205:1871792v4 EXHIBIT A-6 APPROVED FORM OF GRANT OF PERMANENT EASEMENT FOR HIGHWAY OVERPASS FROM RAILROAD TO NTTA [follows this page] A-6-1 DAL:0567318147205:1851513 v 10 SNR REVISIONS OF 9/23/09 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, ...i YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. After Recording, Mail to: Locke Lord Bissell & Liddell LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201-6776 Attention: Thomas P. Arnold Space Above Reserved for County Recorder's Use Folder No. GRANT OF PERMANENT EASEMENT FOR HIGHWAY OVERPASS This Grant of Permanent Easement for Highway Overpass (this "Easement Agreement") is executed as of 2009, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter "Grantor"), having an address of 1400 *"Mwl Douglas Street - STOP 0910, Omaha, Nebraska 68179-0910, Attention: AVP-Engineering- Design and Construction, with a copy to Union Pacific Railroad Company, 1400 Douglas Street - STOP 1580, Omaha, Nebraska 68719-1580, Attention: Real Estate Attorney, and NORTH TEXAS TOLLWAY AUTHORITY, a regional tollway authority and political subdivision of the State of Texas (hereinafter "Grantee"), having an address of 5900 West Plano Parkway, Suite 100, Plano, Texas 75026, Attention: Executive Director. RECITALS: A. The Grantor, the Grantee, the City of Fort Worth, Texas, a Texas home -rule municipality (the "City"), and the Texas Department of Transportation, an agency of the State of Texas ("TxDOT" and, together with the Grantee and the City, the "Project Partners"), have entered into that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement dated as of September _, 2009 (as heretofore or hereafter amended, the "Formal Agreement"), pursuant to which the Grantor and the Project Partners established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 ("SWP/SH 121"). B. SWP/SH 121 includes two new SWP/SH 121 bridges and related retaining walls �"� that shall be located upon, over and across the Davidson Yard, which is owned and operated by the Grantor (the "Crossing Project"). The SWP/SH 121 bridges are grade separated overpass structures (sometimes herein called the "Structures") that will carry vehicular traffic traveling on 1%0=011 SWP/SH 121 crossing over the Grantor's tracks near the Grantor's Milepost 250. The area in which the Structures will be located (the "Crossing Area") is separately shown and legally described as Parcel No. 58E-PT1 on the Right -of -Way Plat prepared by Gorrondona & Associates, Inc., dated July 10, 2009 and attached hereto as Exhibit A. The substructures, bridge decks and main roadways of the Structures (the "Roadways") will be located in air rights parcels above the surface of the Crossing Area. The foundations, footings, piers and supports for the Roadways and certain retaining walls between such piers and supports described on Exhibit B attached hereto (collectively, the "Supports") will be located in air rights, surface and subsurface parcels upon, below and above the Crossing Area. C. The Grantee has furnished to the Grantor, and the Grantor has approved in accordance with the Formal Agreement, the Bridge Layout, NB SH121 (SWP), UPRR Davidson Yard Overpass (6 sheets), Bridge Layout, SB SH121 (SWP), UPRR Davidson Yard Overpass (6 sheets) and Bridge Typical Section, SH121 (SWP) UPRR Davidson Yard Overpass, which collectively depict the bridge layout for the Structures, the locations of the Supports and the elevations of the Roadways from grade (the "Structure Plans"). [Subject to mutually acceptable resolution of the most recent comments submitted by Grantor as provided in the Fifth Amendment.]. The Structure Plans are attached hereto as Exhibit D and made a part hereof. Such Exhibit D has not been included in the copy of this Agreement being recorded but a copy thereof may be obtained from the parties on written request. AGREEMENT: ter, 1. Grant. For and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, to it duly paid by the Grantee, the receipt and sufficiency of which are hereby acknowledged, the Grantor does hereby GRANT, BARGAIN, SELL AND CONVEY: (a) unto the Grantee, its successors and assigns, for the use of the Grantee, its successors and assigns and their respective contractors, consultants, agents, employees and invitees, upon and subject to the terms of this Easement Agreement, an exclusive, irrevocable, permanent easement for (i) the installation, attachment, construction, reconstruction, operation, use, repair and maintenance of the Roadways and related portions of the Structures, including, without limitation, guardrails, railings, signs, crash barriers, traffic control devices, lights and light standards, all at or above the minimum elevations above the surface of the Crossing Area which are set forth in the Structure Plans (the "Crossing Area Roadway Parcel"), (ii) the installation, attachment, operation, repair and maintenance of Permitted Ancillary Improvements (as defined below) all at or above such minimum elevations above the surface of the Crossing Area and (iii) the passage of pedestrians, automobiles, trucks, motorcycles and vehicles upon, over and across such Roadways; and (b) unto the Grantee, its successors and assigns, for the use of the Grantee, its successors and assigns and their respective contractors, consultants, agents and employees, upon and subject to the terms of this Easement Agreement, an exclusive, irrevocable, permanent easement for the installation, attachment, construction, reconstruction, use, repair and maintenance of the Supports for the Structures upon, above and below the surface of the Crossing Area in the respective locations identified in the Structure Plans (the "Crossing Area -2- 1479591OW-11 Support Parcels", and together with the Crossing Area Roadway Parcel, the "Permanent *44..01, Easement Parcels") which Crossing Area Support Parcels shall extend five (5) feet in all horizontal directions from the face of each such Support, provided that the easement rights granted herein with respect to those Supports shown on the Structure Plans which are necessary for both the Structures and the new Hulen Street Bridge being constructed in conjunction with SWP/SH 121 are easement rights to be shared with the City, to whom an easement has also been granted this day by the Grantor for the installation, construction, reconstruction, repair and maintenance of such new Hulen Street Bridge; (all the foregoing, collectively, the "Permanent Easement"), TO HAVE AND TO HOLD the Permanent Easement unto the Grantee, its successors and assigns forever. The Permanent Easement is granted "as is," without warranty of title, and subject to all matters of record. The Grantor does not make to the Grantee, or its successors and assigns, any representations as to the title to the Permanent Easement Parcels, and the Grantor does hereby convey to the Grantee, its successors and assigns, the Permanent Easement without warranty of title, either express or implied, and specifically excluding the warranties of title arising by virtue of §5.023 of the Texas Property Code (or its successor) and all other warranties of title that might arise by common law or statute. 2. Limitations on Grant. (a) The Grantee shall not use, and shall use commercially reasonable efforts not to permit the use of, the Permanent Easement Parcels for any purposes other than those expressly provided for herein. Without limiting the foregoing, the Grantee shall not use or *40=01 permit the use of the Permanent Easement Parcels for railroad purposes or for gas, oil or gasoline pipelines. The Grantee may install, attach and use, or permit the installation, attachment and use of, electrical and telecommunications lines on the Structures, by or under authority of the Grantee, for the purpose of conveying electric power or communications incidental to the Grantee's use of the Permanent Easement Parcels for highway purposes and for such other purposes that do not add to the Structures' impact on the Grantor's operations in the Crossing Area (collectively, the "Permitted Ancillary Improvements"). Any such Permitted Ancillary Improvements installed or attached in connection with the initial construction of the Structures shall be installed or attached in accordance with the plans and specifications for the Structures previously reviewed and approved by the Grantor pursuant to and in accordance with the Formal Agreement and that certain Construction Coordination Agreement among the Grantor, the Grantee and the City, dated as of September _, 2009 with respect to (among other things) the construction of the Structures (as amended from time to time, the "Construction Agreement"). With respect to any such Permitted Ancillary Improvements installed or attached in the future, such lines shall be installed or attached in accordance with plans and specifications reasonably approved by the Grantor, which approval shall not be withheld if such Permitted Ancillary Improvements do not adversely affect the communication or signal lines of the Grantor or its licensees now or hereafter located upon the Crossing Area. (b) Except as otherwise provided in the Formal Agreement, the Permanent Easement is granted subject to any existing encumbrances and rights (whether public or private), recorded or unrecorded, and also to any renewals thereof to the extent such renewals do not Iftompol, further burden or encumber the Permanent Easement Parcels or the Grantee's use and enjoyment thereof on the terms stated herein. Except as otherwise provided in the Formal Agreement, the -3- 14795910\V-11 Grantee shall not damage, destroy or interfere with the existing property or rights of third parties in, upon or relating to the Crossing Area, to the extent known to the Grantee, unless the Grantee at its own expense settles with and obtains releases from such third parties. (c) To the extent that the use and enjoyment of the Permanent Easement Parcels by the Grantee, including, without limitation, any inspection, repair and maintenance operations of the Grantee, require entry into or use of any of the Grantor's air rights or the surface or subsurface of the Crossing Area not included in the Permanent Easement Parcels or any other parts of Davidson Yard, such entry and use shall be governed by that certain Access and Maintenance Easement Agreement between the Grantor and the Grantee, dated of even date herewith with respect to (among other things) the maintenance of the Structures (as amended from time to time, the "Maintenance Agreement"). 3. Reservations by Grantor. The Grantor reserves the right to use, and to grant to others the right to use, the air space below the Crossing Area Roadway Parcel and the surface and subsurface of the land below the Crossing Area Roadway Parcel, exclusive of the air space above, and the surface and subsurface of the land within, the Crossing Area Support Parcels for: (a) the construction, reconstruction, operation, repair, replacement, use and maintenance of the railroad tracks and other improvements and equipment related to the Grantor's railroad operations within the Grantor's Davidson Yard, (i) that are now located within the Crossing Area or contemplated to be constructed or installed within the Crossing Area pursuant to and in accordance with the Formal Agreement and the Construction Agreement, and (ii) that are hereafter altered, installed or constructed within the Crossing Area, provided that any such alteration, installation or construction does not (A) occupy any portion of the Permanent Easement Parcels (other than improvements within the Buffer Areas expressly permitted under Section 5 hereof) or create any material interference with the Grantee's use and enjoyment of the Permanent Easement Parcels in accordance with the terms of this Easement Agreement or the Grantee's rights under the Formal Agreement, Construction Agreement and Maintenance Agreement, or (B) pose a material risk to the structural integrity of the Structures (the restrictions on the Grantor's reserved rights set out in clauses (A) and (B) of this sentence being referred to herein as the "Grantor Restrictions"); (b) the passage of all kinds of equipment necessary or incidental to the Grantor's railroad operations within the Grantor's Davidson Yard; and (c) any other purpose that does not cause a violation of the Grantor Restrictions. 4. No Build Areas. The Structure Plans do not include any improvements within the outer ten (10) feet (approximately) along the northwest and the southeast sides of the Crossing Area Roadway Parcel (the "No Build Areas"). Notwithstanding anything herein to the contrary, the rights granted to the Grantee hereunder shall not include the right to construct or install any improvements within such No Build Areas, and the Grantee's use of the No Build Areas shall be strictly limited to the temporary location and operation therein of inspection, repair and maintenance equipment and personnel. Notwithstanding such limitation on the Grantee's rights with respect to the No Build Areas, the Grantor acknowledges and agrees that the Grantee's rights with respect to the No Build Areas, as so limited, will be exclusive and that the Grantor is -4- 14795910\V-Il not reserving, and shall not have, any rights to use, or grant others the right to use, the No Build Areas for any purpose or to build or locate any structures within the No Build Areas or to temporarily locate or operate any equipment within the No Build Areas. 5. Buffer Areas, The Structure Plans do not include any improvements to be made as a part of the Structures by the Grantee within the area that extends a horizontal distance of five (5) feet from the face of each side of each Support within the Crossing Area Support Parcels (the "Buffer Areas"), other than those crash walls to be constructed by the Grantor connecting to certain Supports as shown on the Structure Plans (the "Approved Crash Walls"). Notwithstanding anything herein to the contrary, the rights granted to the Grantee hereunder shall not include the right to construct or install any improvements within the Buffer Areas in the future without the prior written approval of the Grantor, which the Grantor may withhold in its sole discretion, provided that the Grantor shall not unreasonably withhold its consent to such an improvement in a Buffer Area if such improvement becomes necessary, in the reasonable opinion of the Grantee's professional consultants, to maintain the structural integrity of the applicable Support or to protect the applicable Support or the users of the Structure from any improvements made by the Grantor not contemplated by the Railroad Project Plans (as defined in, and as approved by the Grantee pursuant to, the Construction Agreement). The Grantor reserves the right to install roadways, paving, ballast and other equipment and improvements on, under and within the Buffer Areas up to the faces of the Supports and below the Crossing Area Roadway Parcel in connection with its railroad operations, provided that any such improvements made by the Grantor, (a) other than the Approved Crash Walls, shall not be attached or connected to the Supports, (b) shall not rely for lateral support upon the Supports, (c) shall not involve excavation within the Buffer Areas, (d) shall not unreasonably interfere with the ability of the Grantee to inspect, obtain access to, and maintain, repair and reconstruct the Supports, and (e) shall not impose any loads on the foundations of the Supports that are material, without in each case the prior written approval of the Grantee, which the Grantee may withhold in its sole discretion. 6. Arbitration. In the event of any dispute between the Grantor and the Grantee concerning (i) whether or not Permitted Ancillary Improvements adversely affect certain aspects of the Grantor's operation, as specified in Section 2(a) above, (ii) whether or not any improvements to be installed or proposed to be undertaken in the Crossing Area by the Grantor violate the Grantor Restrictions as specified in Section 3(a) above, (iii) whether or not any proposed improvements by the Grantee in the Buffer Zones are reasonably necessary or Grantor is unreasonably withholding its consent with respect to such improvements, or (iv) whether or not any proposed improvements by the Grantor within the Buffer Areas under Section 5 would violate any of the restrictions stated therein, such a dispute (and only such a dispute) shall be resolved pursuant to the terms of Section III.R. of the Formal Agreement, a copy of which is attached hereto as Exhibit C, as if such a dispute were a "Non -Arbitrable Dispute" as such term is defined in the Formal Agreement. 7. Ownership of Structures. The Grantor and the Grantee intend and agree that the Structures (including the Roadways and Supports), the Permitted Ancillary Improvements, the Approved Crash Walls, and all other improvements installed, attached or constructed by the Grantee in accordance with this Agreement are, and at all times shall be, the sole and exclusive 11"WO, property of the Grantee, whether or not the same shall be attached or affixed to the real property of the Grantor. -5- 14795910\V-11 8. Covenants Run With Land. The benefits and burdens of the covenants herein contained shall annex to and be construed as covenants running with the Crossing Area and shall bind the respective parties hereto and their respective successors and assigns, including, without limitation, any permitted assignee of the Grantee under the Formal Agreement. Nothing herein contained, however, shall be construed to be a conveyance by the Grantor of the Grantor's rights in the fee title to Crossing Area. 9. Non -Waiver of Covenants. No covenant, restriction, condition, obligation or provision contained in this Easement Agreement shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur. 10. Enforcement. Subject to Section 6, if the Grantor or the Grantee shall default in the payment or performance of any duty or obligation hereunder, which default shall continue for thirty (30) days after receipt of written notice of such default, the non -defaulting party shall have the right to pursue all remedies available at law and equity, including claims for damages, which shall, without limitation, include reasonable attorney's fees and court costs. Notwithstanding the foregoing, but subject to Section 6, if a violation on the part of the Grantor or the Grantee of any of the "restrictions, covenants, terms or conditions of this Easement Agreement to be kept, observed or performed by it will, or is likely to, result in damages which are irreparable or impossible of ascertainment, then the other is hereby granted the right to prevent or remedy any such threatened or actual violation, or the further continuation of any such violation, as the case may be, by means of injunctive proceedings or other legal remedies. The various rights and remedies herein granted shall be in addition to all other rights and remedies that may be Nquoe available. All said rights and remedies may be exercised either concurrently or consecutively or partly concurrently and partly consecutively, as the case may be. 11. Severability. If any term, provision, covenants, easement, agreement or condition in this Easement Agreement shall be or be held invalid, whether in general or as to any particular situation or circumstance, the remainder of this Easement Agreement and the applicability to any other situation or circumstance, as the case may be, shall not be invalidated or terminated thereby, but shall remain in full force and effect to all intents and purposes as though such invalid term, provision, covenant, easement, agreement or condition had never been. 12. Miscellaneous. (a) As used in this Easement Agreement, the masculine shall mean the feminine or neuter and singular shall mean plural where the context requires to preserve the meaning of the appropriate provision. (b) This Easement Agreement may be executed in multiple counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement. (c) THIS EASEMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS, AND THE PARTIES TO THIS EASEMENT AGREEMENT HEREBY AGREE THAT -6- 14795910\V-11 VENUE FOR ANY AND ALL CAUSES OF ACTION BETWEEN THE PARTIES AND ARISING UNDER THIS EASEMENT AGREEMENT SHALL BE STATE DISTRICT COURT IN TARRANT COUNTY, TEXAS. (d) Time is of the essence of this Easement Agreement. (e) Nothing contained in this Easement Agreement shall be deemed to be a gift or dedication of all or any part of the Crossing Area to the public or for any public use, and this Easement Agreement creates no rights in the public or in any other person or entity, except as expressly provided herein. (f) All notices to be provided under this Easement Agreement shall be delivered personally or sent by a recognized overnight air courier service, addressed to such party at the addresses first shown above. A notice shall be deemed received by a party upon its personal delivery to that party, one business day after its deposit with a recognized overnight air courier service properly addressed to that party, or upon that party's actual receipt. Any party may change its notice address by notifying the other parties at their then -current notice addresses. (g) Each of the Grantor and the Grantee hereby represents and warrants to the other that (i) it has full power and authority to execute and deliver this Easement Agreement and to effectuate the terms hereof without the approval or consent of any other Person that has not been obtained; and (ii) this Easement Agreement constitutes the legal, valid and binding obligation and agreement of such party, enforceable against such party in accordance with its 1*40*0 terms. Without limiting the foregoing, the signatories to this Easement Agreement warrant that each has the authority to enter into this Easement Agreement on behalf of the party represented. (h) Notwithstanding that Grantor has granted the easements contained herein to the Grantee without warranty of title and subject to all matters of record, the Grantee accepts its interest in such easements with the express intention and expectation that it does so free from the adverse claims of any other person or entity other than those of the Grantor as expressly reserved herein, and the Grantee expressly asserts, claims, and hereby provides notice that its interest in and to such easements is and shall be open, adverse and hostile to any other person or entity that may now hold an ownership or other interest in the portions of the Crossing Area that are subject to such easements, or any other interest otherwise adverse to or in conflict with the such easements, other than the Grantor as and to the extent expressly reserved herein. (i) This Easement Agreement, the Construction Agreement, the Formal Agreement and the Maintenance Agreement collectively contain all the terms, conditions and covenants relating to the Permanent Easement, and no modifications, waiver, variations, or releases of the duties and obligations under this Easement Agreement shall be binding unless made in writing and signed by the Grantor and the Grantee. 0) In the event of any litigation arising out of this Easement Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorneys' and paralegals' fees and costs actually incurred, whether incurred out of court, at trial, on appeal or in any bankruptcy, arbitration or administrative proceedings. -7- 14795910W-11 (k) This Easement Agreement is the result of negotiations between the parties "„ORO' who are experienced in sophisticated and complex matters similar to the transaction contemplated by this Easement Agreement and is entered into by both parties in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party which prepared this Easement Agreement, the relative bargaining powers of the parties or the domicile of any party. The Grantor and the Grantee are each represented by legal counsel competent of advising them of their obligations and liabilities hereunder. [Signature page follows on next page.] -8- 14795910\V-11 IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be duly executed as of the date first set forth above. GRANTOR: UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: Its: Attest: By: Its: Imo.. NORTH TEXAS TOLLWAY AUTHORITY By: Its: APPROVED AS TO FORM: LOCKE LORD BISSELL & LIDDELL, LLP, General Counsel By: Its: Signature Pages to Grant of Permanent Easement For Public Highway Overpass 14795910\V-11 THE STATE OF § COUNTY OF § This instrument was acknowledged before me the day of , 2009 by of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, on behalf of said corporation. Notary Public Signature [PERSONALIZED SEAL] THE STATE OF § COUNTY OF § This instrument was acknowledged before me the day of , 2009 by � of TEXAS DEPARTMENT OF TRANSPORTATION, an agency of the State of Texas, on behalf of said agency. Notary Public Signature *,r [PERSONALIZED SEAL] 14795910\V-11 EXHIBIT A DESCRIPTION OF CROSSING AREA [Legal Description of Parcel 58E Part 11 A-1 147959IONV-11 EXHIBIT B DESCRIPTION OF RETAINING WALLS INCLUDED WITHIN THE SUPPORTS [follows this page] B-1 147959101V-11 EXHIBIT B DESCRIPTION OF RETAINING WALL INCLUDED WITHIN SUPPORTS { EXHIBIT B DESCRIPTION OF RETAINING WALL INCLUDED WITHIN SUPPORTS Location of Crash Wall Connection (Wall SD) Bwu*sMc wiwm Sim tTbYl ltMt wsm ers zt to 6. •r-rm Hut AJr nW t w LLAD t�tAMOi"�Oltla°TtB'"P-i r�u \ NOR YJILL AF� f// UT RETAMIO�ItA1 r 4�Al � c Y `NHT RE phl4t WLE �: w� ME � TEST tW B-az -FRONT rMZ Q WALL mw rM R wAtu : a, �l i Si k PLAN 600 66 a WALL • #CAI' pp�7Tpp� BERM l ca if OFMA' atv TOP WALL A 595 i . 590 LA43-20.71 u474oA1 585 580 C YAIt -r niv sTA.n -ncv soar 575 BOTTOM OF WALL FtF'O yDt ELEVATION BOTTOM OF rootwo 5T0 E E gg 565 f n n n o to m so so WIIZ. SME IB FEET to is to IN rE(T yAtYERT. ySC4[ -E 'TO Xo StANOMrE' oFiA - aw i u A TOT tMrORWtTDN SM 3 rap 4E TAMCL Y •tit CRA91�V�9 ETMEEM CP AT M �Iwgptu�M �wM WE. TO SC PAD T� AE PRAP TOP Or YAWL E[6T ORMAD O €HM 1BETAIIIMO PRpp OR-1Rn BTRV TRI WALL OF CAOIAO/ 1001849a SECTION A -A 600 BOOM PLANS suPRBA1BIBA B AE60QATR, !C REtS51RAT1OM 111/IW17M 595 PPBJK 49Y FOR REVIEW ONLY OIOM R.ALU(:pOFL Pt- B:oB ]� t009 `- `-.--r-.. SOUTHWEST PARKWAY 585 580 ME awn Full fcumff r 57s SH 121(SWP) RETAINNG WALL SD LAYOUT 570 e t ItmmA tsr llvm lq �cBs rr 565 H. w S�!i-Qr •�•� 0!A •• A.11�Qr f•- — - mrtBACT to sat "tg0_ OFa-lit EXHIBIT C SECTION III.R. OF THE FORMAL AGREEMENT R. DISPUTE RESOLUTION The Parties agree that any disputes among the Parties to this Formal Agreement arising out of or relating to this Formal Agreement (a "Dispute'), including, without limitation, all rights to receive payments from, or the benefits of performance by, another Party hereto inuring to a Party under or as a result of this Formal Agreement and all obligations to make payments or perform duties owed by a Party arising under or as a result of this Formal Agreement, shall be resolved exclusively as set out in this Section III.R. Disputes regarding either (a) design, engineering, construction methods, construction sequencing, operations or any other matters that involve or affect the functionality, safety or operation of the Davidson Yard, SWP/SH 121 or any of the other highways, roads, bridges or tracks referenced herein or (b) any Party's failure to provide, or interference with, UPRR's or the NTTA's right and ability to advance its construction activities during, with respect to UPRR, the UPRR Construction Period, or, with respect to the NTTA, during the NTTA Construction Period, pursuant to this Formal Agreement (the "Non - Arbitrable Disputes") shall be resolved solely by the procedures set forth in subsection III.R.1. and shall not be subject to mediation or arbitration, but shall instead, if not resolved under subsection III.R. L, be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties (as hereinafter defined). Except as provided in the following sentence, disputes ,"wool regarding all other Disputes (the "Arbitrable Disputes") shall be resolved by the procedures set forth in subsections III.R. L, 2., and 3. Notwithstanding anything to the contrary contained in this Section III.R. or otherwise in this Formal Agreement, TxDOT cannot agree, and does not agree, to final, exclusive, and binding arbitration and, consequently, a Dispute with TxDOT (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) shall under no circumstances be resolved by the procedures set forth in subsection III.R.3., but shall instead, if not resolved under subsection III.R.1., be resolved as provided in the penultimate sentence of subsection III.R.2. 1. Informal Resolution. If any Party believes a Dispute exists, that Party may notify all of the other Parties pursuant to the notice provisions of this Formal Agreement that a Dispute exists, and of the specific nature of the Dispute. For a period of 10 business days after receipt of such notice, all Parties shall negotiate in good faith to resolve the Dispute. If the negotiations are not successful, any Party may notify in writing the other Parties that the provisions of this Section III.R. shall be invoked (the "Resolution Start Notice"). The Resolution Start Notice shall include (a) a statement of such Party's position on the Dispute, (b) a summary of the reasons supporting such Party's position and (c) a proposed resolution to such Dispute that would be satisfactory to such Party. Within 5 business days from receipt of the Resolution Start Notice, each Party receiving such Resolution Start Notice shall either (i) notify the other Parties that it is not involved in or affected by such Dispute and will not participate in the resolution C-1 14995910\V-11 thereof or (ii) deliver to the other Parties a written response to the Dispute (a **mole "Resolution Response Notice"). Each Resolution Response Notice shall include (x) a statement of such Party's position on the Dispute, (y) a summary of the reasons supporting such Party's position and (z) a proposed resolution of such Dispute that would be satisfactory to such Party. If a Party either notifies the other Parties that it is not involved in or affected by such Dispute or fails to issue a Resolution Response Notice within the applicable time period, such Party shall be excluded from the resolution process for such Dispute and the Party sending the Resolution Start Notice and the Parties timely delivering Resolution Response Notices shall be deemed to be the "Involved Parties" with respect to such Dispute, provided however that if any Involved Party gives written notice to the other Involved Parties within 15 business days after receipt of the Resolution Start Notice claiming that a Party desiring or deemed to be uninvolved in such Dispute is a necessary party to the resolution of such Dispute, such Party shall be deemed an Involved Party and shall participate in the resolution process. Each Party hereby designates the following senior executive of such Party (the "Designated Executive") and agrees that such Designated Executives shall have full authority to resolve such Dispute. The Designated Executive for UPRR shall be John Hovanec. The Designated Executive for NTTA shall be Rick Herrington. The Designated Executive for the City shall be Bryan Beck. The Designated Executive for TxDOT shall be Maribel Chavez. In the event any Designated Executive is no longer employed by the applicable Party or has undertaken a new position with such Party that does not include responsibilities related to this Formal Agreement, such Party shall designate a replacement, and ,%''' deliver written notice of such replacement to the other Parties. Any Party may also replace its Designated Executive upon written notice to the other Parties. The Designated Executives shall immediately begin to communicate regarding the Dispute, including attendance at a personal meeting if requested by any other Designated Executive, and shall exercise good faith efforts to resolve the Dispute fairly and completely within 30 days from the date of the last Resolution Response Notice. If the Dispute has not been resolved within 30 days of the submission of such Dispute to the Designated Executives (or at any time after such submission, if any Involved Party believes that time is of the essence with respect to such Dispute and that the resolution process should be expedited), then any Involved Party may by written notice to the other Involved Parties refer the Dispute to the Chief Executive Officers (or persons having equivalent decision -making authority regardless of title) of the Involved Parties for their review and resolution. 2. Non -Binding Mediation. If the applicable Chief Executive Officers do not resolve the Dispute within 20 days of submission to them, then any Involved Party may give written notice to the other Involved Parties of its intent to mediate the Dispute. If the Involved Parties do not agree upon a mediator within 20 days following the other Involved Parties' receipt of the notice of the intent to 1%M'' mediate, any Involved Party may refer the matter to the Austin office of the C-2 14795910\V-11 American Arbitration Association for non -binding mediation. The Designated 1%ftwoll Executives for the Involved Parties shall attend the mediation in person. The applicable Chief Executive Officers will not be required to attend the mediation in person, but will remain involved in the mediation process to consult with the Designated Executives. Subject to the availability of the mediator, any mediation shall be initiated within 30 days (or other mutually agreed time period) of the selection of the mediator, and the mediation process must be concluded within 45 days (or other mutually agreed time period) from the mediation start date. If such mediation is concluded without a resolution to the Dispute that is satisfactory to all of the Involved Parties, (a) if such Dispute is an Arbitrable Dispute, it shall be resolved pursuant to the procedures set forth in subsection III.R.3., or (b) if such Dispute is a Non -Arbitrable Dispute, it shall not be subject to the procedures set forth in such subsection III.R.3., but shall instead be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties. Notwithstanding the foregoing, any Dispute (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) in which TxDOT is an Involved Party shall not be subject to the procedures set forth in such subsection III.R.3., but instead the Party asserting the Dispute may seek to resolve the Dispute through either its exercise of any remedy or means available in law or equity or by the subsequent agreement of all of the Involved Parties. The costs and expenses of mediation, including compensation and expenses of the mediator, but excluding attorneys' fees incurred by any Party, shall be borne 50% by UPRR and 50% by the other Involved Parties, unless such Dispute is between the Project Partners, in which case each Project Partner shall bear an equal share of such costs, compensation and expenses. 3. Final, Exclusive and Binding Arbitration. Any Arbitrable Dispute that is not resolved consistent with the procedures in subsections III.R.1. and 2. and does not include TxDOT as an Involved Party shall be finally resolved by final, exclusive, and binding arbitration under this subsection III.R.3. Judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. (a) The arbitration process will be commenced by the initiating Party giving written notice to the other Involved Parties of its intention to arbitrate such Arbitrable Dispute (the "Arbitration Demand"). The Arbitration Demand specifically shall identify the questions to be submitted for arbitration. The other Involved Parties, within 10 business days after receipt of the Arbitration Demand, shall submit a written response to the initiating Party and the other Involved Parties that specifically responds to the questions identified in the Arbitration Demand and identifies any additional questions (which may include counterclaims or additional claims against the initiating Party arising under this Formal Agreement) to be submitted for arbitration in connection with such Arbitrable Dispute. The initiating Party, within 10 C-3 147959101V-I1 business days after receipt of the last of such response(s), shall deliver to 11 each other Involved Party a written response that specifically responds to any new questions identified in such response(s). (b) Venue for the arbitration shall be as set out below, unless otherwise mutually agreed by the Involved Parties. Within 20 business days after the Arbitration Demand is made, UPRR shall choose one arbitrator and the Involved Party or Parties that are Project Partners will jointly designate one arbitrator (collectively, the "party arbitrators") and shall notify the other Involved Parties of such choice. Within 10 days after notice is served of their appointment by such Involved Parties, the two arbitrators so chosen will appoint a third arbitrator (the "Chairperson"). The three arbitrators are hereinafter referred to as the "Arbitration Panel". Disputes which primarily involve interpretations of the scope or nature of the Parties' legal rights and obligations under this Formal Agreement shall be determined by arbitrators who are practicing attorneys or retired judges having at least 10 years experience of involvement in the litigation or arbitration of public or commercial contract disputes. Disputes which primarily involve claims or defenses based on the nature of the construction to be performed pursuant to this Formal Agreement or the facts and circumstances surrounding the execution of such construction shall be determined by arbitrators who have at least 10 years experience of involvement in both large-scale rail transportation and large-scale highway transportation projects as either an officer or construction manager at a nationally recognized construction, construction management, or civil engineering firm that has not been employed by any of the Project Partners or UPRR during the past 5 years. If the selecting Involved Parties disagree about the type of arbitrators to be appointed for any Dispute, each such selecting Involved Party shall designate the type of arbitrator it deems appropriate and the party arbitrators shall select a Chairperson of the type they deem appropriate. The Chairperson shall preside over the Arbitration Panel. Any issue presented to the Arbitration Panel shall be decided by two or more of the arbitrators; provided, however, that in the event two or more panel members cannot reach agreement on any particular issue, the issue shall be decided by the Chairperson. If the two arbitrators so chosen are unable to select a Chairperson as provided above, the Chairperson shall be selected by a Judge of the United States Federal District Court sitting in Austin, upon a petition that forthwith shall be filed by the two arbitrators selected by the Involved Parties. Once the arbitration process has commenced and until it has concluded, the arbitrators shall not communicate ex parte with any of the Involved Parties or their representatives concerning the arbitration. The Arbitration Panel, when complete, shall meet forthwith with the Involved Parties in an initial hearing to discuss procedures and preliminary issues. (c) At the request of any Involved Party, or at the discretion of the Arbitration Panel, and consistent with the expedited nature of the arbitration procedure set C-4 14795910\V-11 forth in this Formal Agreement, the Arbitration Panel may direct the ,%NWOVI following discovery: (i) the production of documents and other information; (i i) the depositions of select witnesses identified by the Involved Parties; and (iii) answers to written interrogatories or requests for admissions. (d) The Arbitration Panel may, in its discretion, apply the standards of Federal Rule of Civil Procedure 26 in order to resolve any disputes that may arise in connection with these discovery procedures. In addition, at the request of any Involved Party, the Arbitration Panel may enter such protective orders as are appropriate to protect trade secret, proprietary and confidential information. (e) The discovery and disclosure addressed in this Section III.R. shall be completed within 90 days after the initial hearing. If necessary to compel attendance of witnesses to provide testimony at depositions or at trial or to provide documents, any Involved Party or the Arbitration Panel may petition any court of competent jurisdiction to issue subpoenas compelling discovery. (f) The Arbitration Panel shall, with reasonable diligence (not to exceed 120 days after the initial hearing) conduct an evidentiary hearing, and such other proceedings as they deem appropriate, and complete those proceedings. The evidentiary hearing, and all other hearings, will be held after reasonable notice is given of the time and place to the Involved Parties. At the evidentiary hearing, each Involved Party will be permitted to present its case, witnesses and evidence, if any, in the presence of the other Involved Parties, and to conduct direct and cross-examination as the Arbitration Panel may decide is appropriate. Witnesses will testify under oath and the oath taken shall have the same effect as testifying before a court of competent jurisdiction. The Involved Parties may offer such evidence as is relevant and material to such Arbitrable Dispute and shall admit such evidence as the Arbitration Panel may deem necessary to an understanding and determination of such Dispute. Conformity to legal rules of evidence shall not be necessary; provided, however, that the Arbitration Panel may consider the requirements of the Federal Rules of Evidence in resolving issues that may arise concerning the admissibility of evidence. All evidence shall be taken in the presence of all of the arbitrators and all of the Involved Parties. A written transcript of the hearing may, at the request of any Involved Party, be made. If more than one Involved Party requests a transcript, the requesting Involved Parties C-5 14795910\V-11 shall split the cost. If one or more Involved Parties requests a transcript, it 14400, or they shall pay the cost but shall have no obligation to provide a copy to the other Involved Parties. Within 10 days after the close of the evidentiary hearing, each Involved Party shall have the right to submit a written brief setting forth such Involved Party's position. (g) A majority of the Arbitration Panel (or the Chairperson if a majority cannot be obtained) forthwith shall issue its arbitration decision, which shall be in writing and delivered to all Involved Parties, within 30 days after the deadline for submittal of written briefs, provided, that the Project Partners and UPRR acknowledge and agree that any damages awarded under these arbitration proceedings are and shall be expressly limited as provided in subsection III.P.13. of this Formal Agreement and all of the limitations and maximum amounts set forth in such subsection shall apply to any such awards regardless of any action or holdings to the contrary by the arbitrators therein. The Arbitration Panel shall interpret this Formal Agreement and shall follow the statutory and common law that applies to the Arbitrable Dispute. The Arbitration Panel is hereby expressly authorized to include interest on any amounts awarded accruing prior to the date of such award at the rate and on the terms provided for in subsection III.I.4. of this Formal Agreement. Nothing contained herein shall be deemed to give the Arbitration Panel any authority, power or right to change, modify, add to or subtract from any of the provisions of this Formal Agreement. The decision will state the reasons upon which it is based. The decision will be final and ,binding upon all of the Involved Parties, but shall not in any way affect the rights or obligations of the Parties which were not Involved Parties. The Involved Parties forthwith shall comply therewith. Judgment in any court of competent jurisdiction on the Arbitration Panel's decision and award may be entered on the request of any Involved Party or of the Arbitration Panel. Such judgment shall have the same effect as any other judgment entered by such court where venue is appropriate and there is jurisdiction over the Involved Parties and the subject matter of the Dispute. Payment of damages pursuant to the arbitration decision shall be made within 30 days after entry of the Arbitration Panel's decision, whether or not it has yet been reflected in a judgment of any such court. UPRR, the City and the NTTA each hereby expressly agrees that the Arbitration Panel shall have jurisdiction to render a decision as set forth in this Section III.R. and that a court shall have jurisdiction to enter a judgment on the Arbitration Panel's award and that neither the rendering of such award or the entry of judgment on such award are preempted under state or federal law, and UPRR, the City and the NTTA each expressly waives any defense to the Arbitration Panel rendering an award or the entry of judgment on such award based on state or federal preemption. C-6 147959101V-11 (h) Unless otherwise ordered by the Arbitration Panel, each of the Involved ...� Parties shall bear the costs of the arbitrator selected by it, its own attorneys fees, and its own other costs associated with the arbitration, and UPRR, on the one hand, and the other Involved Parties, on the other hand, shall each bear 50% of the fees and costs incurred in connection with the Chairperson, unless such Dispute is between the City and the NTTA in which case the City and NTTA will each bear 50% of such fees and costs incurred in connection with the Chairperson. The deadlines set forth in this subsection III.R.3. may be extended by the agreement of the Involved Parties, by the Arbitration Panel or at the request of any Involved Party upon a showing of good cause. The Arbitration Panel shall have the power and discretion, anything to the contrary in law or custom or contract notwithstanding, to award attorneys fees and costs in whole or in part to any Involved Party at any point in the proceedings pursuant to this Section III.R. of this Formal Agreement and/or if the Arbitration Panel determines that an Involved Party has acted in a dilatory manner, has proceeded in bad faith, or has caused unnecessary delay or needlessly increased the cost of the arbitration procedure. 4. Performance. Subject to the terms of subsection III.I.4, each of the Parties shall continue performance under this Formal Agreement during the process of resolving a Dispute, except to the extent that such performance is made commercially impracticable by reason of the existence of the Dispute. If it is contested that the ""No, ability to perform was made impracticable by the Dispute, that issue and damages relating thereto shall be decided by the Arbitration Panel in any evidentiary hearing and related proceedings. Interim Relief. Notwithstanding the foregoing, any Party may resort to any court of competent jurisdiction to the extent reasonably necessary to (a) avoid expiration of a claim that might eventually be permitted, including claims seeking orders requiring compliance with this Section III.R., (b) obtain interim relief, including injunctive relief, to preserve the status quo or prevent irreparable harm, or (c) vindicate a Party's intellectual property rights, including, without limitation, the recovery of money damages for infringement or other misappropriation. 6. Confidentiality. The informal dispute resolution, mediation, and arbitration and all proceedings thereunder shall be confidential and, absent a court order or subpoena, no Party, nor any mediator, or arbitrator may disclose to any third party the existence, content (including communications, documents and pleadings), or results of any proceeding hereunder without the prior written consent of each Party. 7. Choice of Law and Forum. The Parties hereby agree that Texas law will apply to any Dispute, without giving effect to any conflict of law rules or other rules that might render such law inapplicable or unavailable. The Parties agree that all mediations and all arbitrations shall be conducted in Austin, Texas, except to the extent the Parties 'WAM-le explicitly agree otherwise in writing. The Parties (except TxDOT) agree to sign all C-7 14795910\V-11 documents and to do all other things reasonably necessary to submit any such matter to arbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder. 8. Governing Rules. Unless otherwise agreed by the Parties at the time of such election, the rules governing mediation or arbitration shall be the Construction Industry Dispute Resolution Procedures of the American Arbitration Association. C-8 14795910\V-11 rmn EXHIBIT D STRUCTURE PLANS 1479591OW-11 rpm _Z .rPROPOSED HI ALL S11 lzz�L It TR RAL (SEE, RWDY PLANS FOR LIMITS) ISWI SHQI�S I HOBICONT., N9POL-5 W DATA 40 to so 01STA 414.63.89 a • ?5.40'5iJ4"(Lb HORIZ. SCALE IN FEET 0 • 4 04'05.39" T • 3;1.03' e*01 L • 83127 PC STA - 4 714m4I PT STA: 47.7;!Lill '1000 PROP NORTH PC BRAD 9 a'25.14" W ZrA GENERAL NOTES: a YPASS PIT OR" S 22-0716SO" W rof AV 1. SEE CONTROL "T DATA SHEETS FOR . . ...... IN BYPASSrxsy 0 HOAI CCNTRCL NO VERTICAL CONTROL. .. ... ..... AINTA Ft 2' BYPASS To C1 2. SEE UTtFTY PLAMS FOR IDENTIFICATION -0 RELOCATION OF EXIISTING UTILITIES. TEST MOLE 0 17 t ].SEE SOL BORING SHEETS FOR CALLING LOG WORHATION. EVA Or SLAB TA 4175-?3� .74 �t ------- 4 AI.11 01 FACE OF 7401114001 . W/ FENCE TV 3 8 7'c-�MI -0 "N`7 65 t_� '00-2 4T5-%&2 4. SEE RETAJHINC WALL SHEETS FOR LWS AND DETALS. 5. CONTRACTOR SHALL CALL TO VERIFY OR (ORDER No. I In UTILITIES BEFORE EXCAVATION DRILL ND. 6. SEC SHVi [SWPI L HILLEW STREET UPIAR a A, Z DAVIDSON YARD TRACK DATA SHEET FOR AI N 91 ALL TRACK STATION EQUATIONS. OIL, 7. SEE TRAFFIC CONIROL PHASING, SHEETS C BENSTHNI I NO.7.?21413S Ki FOR TRACK WORK APO BRIDGE CONSTRUCTION SEQUENCE. STA 3 L) 8. SECUPRR CONSTRUCTION COORDINATION AGREEMENT SHEETS FOR MANIMI VERTCAL AND HORIZONTAL CONSTRUCTION CLEARANCE we — . — A. — %_ - _ _ _ 1.. 1. REQUIREMENTS. • At am No 9 2. THE CACE LKTS WERE SET TO PROVIDE WNGWALL .."SWI UPRA ACCESS TO THEIR PROPERTY UA"R NOI &,.n PI THE OR S. '0 AFTS WITHIN THE INFLUENCE OF TRACK SURCHARGE N' INT SEE CPtCa ALL DETAILS FOR CIII SIGNED W N TEMPORARY CASING TO PROTECT HE tPRR WALL TCA)SMELWEVATION. ST CAVE IT ENCE OR N NT ... . ................ ... L' So S. ZLOOE DEOMPOR-1; - NS 7 ti.SEE SwviORAANAcE PLAN SHEETS FOR IM GROU'N'LOCA21142 A 70 RAILROAD SI ADtOTTION TO &L ...... .... ;.SCAL ATO AS SHALL LOCATION OF BRIDGE DRAINS. AND UPIAR FOR APPROVAL PRIOR TO DESIGN NOTES: to DESIGN 4- 0 4TTA ,ASTRUC TON 1. BRIDGE DESCH FOR K-93 LOADING SHAFTS AT ABUTMENTS AND BENTS ARE DESIGNED UNDCR 2004 A.A.S.H.T.O.LRIFID BRIDGE 0 SKIN FRICTION AND POINT BEARING. TEST HOLE B-18 E SW DESIGN SPECIFICATIONS.THIRD ED. D AFTS AT THE ELEVATION TEST HOLE B-16 ELM' EEPER AS NECESSARY SSARY TO PENETRATE LIMESTONE NO ANIHAVAUM 015 TANCESs B4 EG #4 SUPER ELEVATION TRANSITION 2. DESIGN SPEED - 50 MPH i - 3 FT TA TT-ZO.00 It NO SH12I IS� L NO PCL) ;91 FT H" 8 FT 3. ACT - 3t.440 420301 Nil 44. N 9 FT I 4.FUNC CLASS - URBAN FREEWAY BRIDGE OVERALL LENGTH Or T4ow4m FENCE 3 • 211 & 2 NEW NO INI 72-220-0-0504-02-PSN 16 E Ad'101 MAL FOR i PAYMENT 1 j I OVEliAILL LENGTH OF BRIDGE - 2132.27' 660 100% PLAN$ BRIDGERARMER &ASSOCIATES, DOE BEGIN BRIDGE10 I 234J4'T2n N ISAM I.W too.50I FAI G!!M REGISTRATION NUMBER 264 i It ABLTME T ' NO S% 'SI.P. PRELIMINARY SIA 411;".9 T401040O)i 64 FOR REVIEW ONLY EL GfW/ FE TY 3- Ncli -4 + MUTIAMMAD MARSOOR AHSAN, RE, 03673 DUNE 2009 T4 oil (MODI RAIL (1.1) 1 11XIxIyIXIuXIXtxIxw>q>,_ He — GROUND ..... ....... ... . ... ... . .... . ...... WALL Be-/ 1-N'" INA mi"s . GROUND L 6-36- Da O.S. x 44. WALL SO PC ... . . ......... . . . . . ... .......... . ........ .......... .... .. ... ......... ..... 5-35" DIA Di . X 40- DITCH-' POOR NORTH BYPASS UPRR It 26, SOUTHWEST PARKWAY c Z N"A _j58c AMYX III rCU WAY AVINSINTY r BRIDGE LAYOUT 6 INS SH121 1SWP) UPIRR DAVIDSON YARD OVERPASS 54C®9u96tPAtrta t A!,n, HIM 6-16-Po m JI w 6-m-all 1 or a CONMACT M SKIT _Up_ OF ILI MQ M mri � - 0 20 AO so 60 HORIZ. SCALE iN FEET TEST IIOL[ B-S) ERPT, SANtA iE Ex ST TRACK BYPASS TO BE REMOVED � y� POADWA ACCESS 'lCry .li�.<f 'X;•� �ROIDVAY ro ' ./� EDGE a SLAB �,i.A. 'r/ '� STA A77.50.10., Al.tt'Li TEM . ..\ /r' �• ,/ /rq '(�. •AO, S +�lx' �NUIP LEAD PT or "'/ ' "� / 0 b f i-- PT of MN T[ST IIQE 841 \�`t , G Q !Ad k6TY A Yj, •• \� vERT CLRj/j. /y'' \ ,,,% .� •fb �• Q + Qft... �bj ^/ \ j' /r' \ + %h \ _. j, \ TEST HOLE s-�2. EV •,,. ^�,,c '¢ •\ /i/'.ii¢�rP\ �v;n �,•DRANEITYP)� Q SEEECEtOF a TES MO DESIGN NOTES ON .6 •�a:.�_ �„ >,..0 4'.:.. xw\:.:.:�•.... .. .:.,. :,...,. /. SHEET Q�•.,...:. .> ASH VALL.: NO. t:�..:u , NERK NO FACE O T4OxM001 r_ CRAN GAL' N „ 00.2312 ( BENT NA, f'1,6'T Mf FENCE TY,3,` i i p„` \ ,�yl•�OYS . \.\ \. N\ 4 F ?t / f N5 6 (MB SHO!113NA•1 `.S�KEN ( BENT NS SEJ MI 1, •, \ \ TA A76.31d0 'CY ri � 'n �; I'd /�/ CRASH MKL �.. '( NO SH121 <SWl \� SEJ-N4'1 !' p \ N m !bp y,.���++/// SEJ-M�9. STA /e0•e1d9 PT ��lgod_• \ - „ �n•D_o'�.s22•r3r" +—- c . �. e��7 pp� . L _ . a NO E ACE OF f106RIGD // - t-B NB 511tt16NP1 \\ \ ` 'li." ( OMER NB POL ♦ ` ~� hv- 2 PT A77•BOd ,.= -.YS �y, f. /7 !.� •::�..\ - ' - . ....... - ii �477 _ AO FE M/ NCE TV s ].n. ..".ir.!^.. t ``a•-- ...��a.... .,.i..`�O 3e� ... __ '�� y„_ ._. ._.. __..__.._ .......- AS15NP1• / ...... . T 6 . s 62M41•DB.TO j ?.. ,v:, ~ •;,�• .* \ `M•$O ( 'r Y / /. ^w. �' R(TAIN VALL SOS. PROP NORTH BYPASS 1 PROP •NORTH BYPASS 2 l HIAEN ST MEND SUPER ELEVATION ATNON TRANSff OH l SH416M%STA N60•]SD3 (NB SH4I ISMP)STA 160•56A7 STA N7e •TOJ70 t( Na SH121 ISWI l NB Pql • l HULEN ST STA 20.75,N • Q HULEN S7 STA 21•i3w3 Ex6T HOLEN BROCE TO BE REMOVED M BEG NLP SER ELEVATCH TRANSITION PLAN STA N60.65J10 I( NO SH1211SNPJE NB POL) STA EL• 621.70 L • 84000' 2e0.7- -3.N' CRASH WALL l ... e•5N"'OM OS.x 21' TY T-1, `{PROP TEFP -- I 2-06" Du O.S. x AS' I HUMP LEAD 5-4e" DiA D )uMP--_.�._. TRACK 68 100% PLANS i BRIDGEFARMER s ASSOCIATES, INC 112 d5' REGISTRATION NUMBER 264 PRELIMINARY TYPE n PRESTRESSED CONC.BEAM 66 4 FOR REVIEW ONLY MUHAMMAD MANSOON AMSAN, P,E, 9W2 SPAN S I TUNE 2005 1............_._ _. 6 4 tnszo Arz v.rs SOUTHWEST PARKWAY P / III., ----,__.._.._. _ ....._..__._... -I60 OWFM ICS4 TpLLATY AU"dWr ' = BRIDGE LAYOUT 5A NS SH121 (SWP) DAVWAON LL YYAARRO OVERPASS i 56 ® 661606FA6YER A A�DLIAT4IRC • v �w 'S k-09 • e SECTOR 26 ASH• ,�•• I•_ -__A eroaR RT• n �� 54 O SHEET 2 OF 6 CCNIRAC71O-R661JVli*AN MT 330 ff 9�t __. PM TRKR 306 on MALL jTARX i 308 5.4e" Dw Ds.x 24. `EXIST WAN K / TO BEREMOVED EXIST SOUTH M. BYPASS -2 TO BE REMOVED rPRCP SOUTH BYPASS 1 FLAN F7 m END SUPER ELEVATION TRANSITION STA 464.33ZG (B NB SHR11Sv%6 NB PGL) 3021 TRACK 301 1 EXIST SOUTH Ni- -.. .} ..BYPASS 62--.__. TO BE REMOVED PROP SOUTH BYPASS DN DS.x SO'k SHR/ TSNPI CURVE HBPCL-6 PJ.STA 466.e4.53 C • 44.283SAS"1RT) O 3.56*02.70" T • 585.73' L • LT30.91' R • L436.39 PC STA• 462.66A2 PT STA• S 4B4.1e.7B PC SRO • 22.0Y3690" M PT ORD • S 56-3112.76" V 0 20 40 60 so HORI2. SCALE IN FEET i NEEE SCENERAL NOTES AND DESIGN NOTES ON SHEET 10F 6. 100% PLANS BRIDGEPARMER 6 ASSOCIATES, INC REGISTRATMN NUMBER 264 PRELIMINARY FOR REVIEW ONLY MUHAMMAD MANSOOR AHSAN, P.E, e7672 JUNE 2009 i SOUTHWEST PARKWAY N"-. A' L ApM FCJW NU WY AU NO BRIDGE LAYOUT WPJ UPRR DAVDSON YARD OVERPASS ® BBiBOdAYEB A660CIATp, ARC gCTOx IB —_AAr rn A-!•OY •m _,LQ_ rn e"16-09 Aw rt e"e H e CONINACT NO, p 1j,1 WET 331 OF 947 5:40:4+ r. 0 20 40 60 so /PROP 48" WATER LINE i DITCH PROP, 36' SANITARY HORIZ. SCALE IN FEET FUTURE TRACK SEWEVINE EXIST SANITARY _SEWER LM TO UPNN TEST HOLE 8-27 IM SEE SKEW RAO NS RADIAL LINE BENT BE me it S AS OKENT Re PROP SOUTH P Op SOUTH BYPASS 2 BYPASS I ELM --F-�-Ty - _ � _ 640 PRELIMMAKY FOR RMEW ONLY SOUTHWEST PARKWAY BRIDGE LAYOUT UPRR DAVIDSON YARD OVERPASS SECTION 28 >Y ; Net ......_._-• ♦r _._....._ 1 "all RE71 _+n TEST MOLE 6-29. to �I... � O I In � � Q VIA C N • .pi, _ 00 BM NO.1 Q 1 1 FACE OF T1011400) SEJ-A11") CONST JT OR W/ FENCE TT }CONST CONTR 1< I ®1 F JT OR , 3 i CONTR JT I N SEJ•MI'Y N 1 1 0 I I I BENT N11 e �-� .. , >< I I ym t,� INC Q N11 1 1- ❑ I © I G BENT M13 Q BNB 3HII115WP1 a SH,2tISWPI 9 MB SMII, ISWPI L No pa A 192 ,� $ I j 'till E BENT H SEJ-M/"1 rn IA3 t BENT 121N12 Z 1 NB 191 STA 197bTae /92b �� + - - "--I- �� ,�• b NO 93-10,13 19Jb0 STA 19J-10AJ ' 1 .� �� M J STA 19ab1�9 1 20-0 i.9 FACE OF TIOR 3 .,.:. ry// FENCE TY J PT 190 91b0 I9Np.T9 :.4. eM NO 7 « J .. _ BM N0, (10 U F► ._-.. .... ..._. __ C BENT NE .._ ..... ..... .. . II ... .. STA 191.12.11 191b7,BD 5: I ( , I..-6 4e 04A fis.x }-_ _. III � j R IJ •1 H � )00 491+00 PLAN ®RECN SUPER ELEVATION TRANSITION STA 493+16a0 1( Me SH211SWP)L NO POL) J I 1PVI STA 493-30.00 + -- — -- �- ....... „ } .. .........' ICFSdRO NO SMII115WM III e-Ie• o1n os.x 62 I LINE I I YERTCAL c1nvE OA Pwsu 19Jaoac tt• 612�6 61e oA Ds.x 62 - 1 K liswo 1 VAT I • -zAT I I I I � L. N — 492+00 493+00 0 20 10 60 60 MORII. SCALE 1N FEET �N NOTEI SEE GENERAL NOTES AND DESIGN NOTES ONSHEET ICr 6. 100% PLANS aR1DGEFARMER a ASSOCIATES, BVC REW MTION NUMBER 264 PRELDUNARY FOR REVIEW ONLY MUHAMMAD MANSOOR AMSAN, P.E., $3672 DUNE 2009 o.I DATErnw SOUTHWEST PARKWAY IN ffoA IMIN fIX08 ► UIMIF AIIIIOb IF BRIDGE LAYOUT NB SH1211SWPI UPRR DAVIDSON YARD OVERPASS ® eumBPABIIiR ► AM�n RC. !... - As. rt I•E-0f Nf f tl•M Mu rn I•,s•a CONTWT N0. 414*0 SHEET 333 Cr 9/ 7 0 20 40 60 60 HORIZ. SCALE IN FEET .,?t ......_.... BY ... � PRGPosEo ROV --....._ y _ r 1lT- j .._---.._.._----•- ...... M, ..._..-........... . .._. - _ . — ---••--•---_,y�l�. �TCST HOLE R-SS TEST HOLE R-S2 w e ¢ BASt RETAINi/0 WALL SC Vff;[Rµ NOTES AND DESIGN NOTES ON SHEET yy� 1 C O ABM SEJ-M4"1 ® ^ry t J s' y FACE OF 740%MOD) END ABU BRIDGE w� W J Wi FENCE TV 3 111 q me SWP) E 9M STA 495-3224 B NB SHgtISWP) f� Np. IO EL 607.15 L NB PCL 4*m # �9 Fw b ? . 4� _ 49Tm0 WINCWALL (� ��-SH211SWPI _ — - — _ EE �TfST ^' %' RWOY PLANS '` HOLE 5.74 ._.................... _..... ......_............................. .6.................. FOR LIMITS] ; `PROPOSED - ... "°'.. -yc ..an..:uSTORM SEE ORANACE SHEETS !' i MEND SUPER ELEVATION TRANSITION pLAN STA 497N5.00 (! NS SH1211SW)L NB POLL RAL POR i i i i I t i 660 OVERL LENGT*�l OF BRIO'E PAYMENT j i i 660 100%PLAN$ ! BRIDGEPMMER L ASSOCIATES, DIC iROA'TYPE N ! `REGISTRATION NUMBER c) PRESTRESSED CONC.BEAM SPAN ( € ; PRE11MINARY x64 640 ' ! END BRDOF—'r-..... . ..... .._.,.�__.«..._._..__,.�..._ 640 FOR REVIEW ONLY + ABUTMENT NIT �. ". _. _. __,;. —}j '....._'" MUHAMMAD NANSOOR MEAN, P.E. 83672 PROFLE GRADE LINE (NB SM12115WP7 E _ j.- N1NE 2009 T40xM001 STA 406-32241 I 620 Q WI FEHCE TY ] EL 603.16 i ! i ! 620 ! 8 H 64SST RRRTµ 4.71 i i i xo r ' i .1_... SOUTHWEST PARKWAY 00 ....__._...._ t -1. _..... 600 _............ ................._ _.._.. _-... -- —_.....1 INMA 58 -- ... ... -- t... � ,; ....,.L`.�.. . A.M. �— . ..... — . � ! ....... .....�1. ... L ....... -- _. _ __. ... ... -...._. __... 580 AmRrM RiAf raL WAY &JhC rY \ - - ....... - 1.. 411ETAININO WALL SC'� I _ 1 I^ Dw Da.x x ; EXISTINGCROUND — BRIDGE LAYOUT 560 1 x DRA'Ds.x go; J LINE 1 560 N8 SH12115WP) Q -- % } YUIPARD DAVIDSON AROVERPASS 540 T_..- 540 _.._.. ....._.._.T._ ._. ....._____�._____._ ......... __j _ r 9PABNBR L ASBOGATSS,� NG ....._ .__ju .—.. .. �_.__�.._... ; ® N SECTOR 2S i •p0:.:r�.. •v •:ill !o qiq I i 1 I.d{9 • ® i yr, 6•tl- 495+00 496-00 497+00 SHEET 6 OF 6 LnmrrGT M IKET ] OF 947 5:40: M OF NON OF ( SM121 (SWP) I NORTHBOUND LANES SOUTHBOUND LANES TYPICAL SECTION (NB SPAN %2.6 A 10 THRU 15) ISB SPAN 1 rHRU A. 7, B,13 TNRU 15l Q SN121 /SWP) NORTHBOUND LANES SOUTHBOUND LANES TYPICAL SECTION 'NB SPAN 3 THRU S A T THRU 91 ISB SPAN 5.6 A 9 THRU 121 0 10 20 30 AO HORIZ. SCALE IN FEET NOTE: SEE MODE LAYOUTS FOR BEGIN AND END SUPER ELEVATION TRANSITION LOOATdq, A SEVALUEHEANTMULA7E0 eF10M ARE ASHHOWNFOR PLAN I No SH121(5W1 I ...- I CROSb -t I 471-90. 1 5.19X 7-20. BX A Te• 0. OX 4eo465, oz A6A+3 . - .@X 493-4 , - .12% 49 •1 . 2 OX 5 SN12115 ) -60. % 477.15. .72X A60,65. - .501 e z 93.52. .95.00. (STATION LOON FORWARD UP TO RIGHT DOWN TO RIGHT 6 • VALUE 5 - VALUE) 100% PLANS BRIDGEFARMPA R ASSOCIATES, INC REGISTRATION NUMBER 264 PRELIMINARY FOR REVIEW ONLY TZU-JUI TANG P.E., 939M DUNE 4DOS ........ ............. .-......... RETAINING WALL TO • tNRDP135E0 m�,,...,.�.,•. _.-.,. ....__... _...STORM GRAN ;.. .•... _. �+z»sn"-;=^.Y'xm.,�• .... -- !i• SEE dtANAOE- ...............+'. ..........-........._ . +. � ;1•, TEST MOLE B•b ! : SSTR RAIL [SEE RWDY kl"......... .1 . r ........_...v.._..»..._ - ....... .. ._ ........__ __. _ . ...._. .N .. _.._...__. _.... . "" ••,� FOR 1MR51 ` --- `_ • TEST N4E a -le rfi 91QItSVr1 .i•s ._.. ...._,... WINGWALL ..._..,'..•_, — _ CD + ...","; BAS-C CURVE SBPGI-5 yy 7y P = BECN BRUCE -� 51 SO .,..»::..W/ACE T r FENCET OF T YRM30DI . f BM No. 7` . :6 — - A `� SO SMtt115WP1 17 t .. q AITe $1 $Z P. BENT 53 Q e SB SH111611P1 SH1 ySB SX12115W1 I � � i i STA 474.01.38 "' IL Se PC I .71 z G BENT 52 s a SB $Mtt1 ISWP). QQQ6 m_ STA 4T"4 71 Ln -' EL 420,04 j '�.11 A ....... q f' STA 4TSW3.03 § _. V'...... I i SEJ ......7 _.. ....... .._ . .. .. ;: ...... C GOT Z .k� M CONTR Jf j OF 1401(400) ACFENCE Tr ] �' V/ . ......... a RETAINING WALL SB _ . . .�• . �• .R,.N. Y .4y' ■.W. .. Orr. .+ ` ......_ _.. . ..... PROPOSED ROW l _....._._. i P A 'M�x(' 5Y.1.!G 110iT ®..� bNY+. :Si a .. ... ..... i' ... .. iNtt1i5W1 }x�[q��._.-.. 11i ' MORZONTAI O RVE DATA ' J7 ._...._..- r� IYJAX .... _... :YxO . �I:' r .. ... n4X( ......... WITHIN iXE KLUENCE OF TRACK SURCHARGE EO WITH TEMPORARY CASING TO PROTECT CURVE SBPGL-0 ( .AVE .� 4 i° f N. SUBSDENCE ARID/OR DISPLACEMENT PJ.5TA 474-6TAB CROJID.CASNG SMALL BE DESIGNED FOR ••� ........... � .... p .25.40-5124"ILT) TO ALL '0 RAILRON-SURCHARGE N AD4S ' ........ ' ,/...._.._1 ... ..... AILED DESION MIND CALCULATIONS SHALL BE D • ] 56'D2 1'0" SHALL TTA AND UPRR FOR APPROVAL. PRIOR TO , . : -"' '' .. SB SHT21(SVP) T 731.97 RlICT10N. L ... ... BSTB .'. ., ..._ 'JETS AT ABUTMENTS AND BENTS ARE DESIGNED -- • 1.42 56.39 "" .. ;.... (N FRICT DN AND POINT BEARING. R.... ,.... .... ...... _ . _....... _...... .... ......... •• .'" VERTICAL CURVE DATA IS 478.T6L0 ONAF75 AT THE ELEVATION PC STA- 471 35Ae 'R 6� � 7� EL • 62550 AS NECESSARY 70 PENETRATE Lr4ESTONE PT STA. 411•ee26 4NWM DI.STANCESI L 40OA0' K . teD2 3 FT PC BRIO• S 47.4e76.14" V l 91S 6 eTFT PT BRG• S u•07'3Bs0" W • -125' 9 L 511:13 -9 _ 1 ENO DOGE OVERALL IFNCTM OF TAOXMMNOI W/ FFNCF TY 3 . 3MMWT11 20e2 _TBMTI PVI STA 7645 TY 3 ___....... ABUTMENT $7 ._.,,. i W/.FENCE — .._._... -� e SB 74- 1.36. I 2DODX PROLE GRADE LrK •2 SSTR ILTILSTA 474 M1J6; T40XMODI RAIL IRTIEL 620D4 .... ........ ........ E... ::JJ,_L„ ... j€€..._ _. ... ...... .II_. WEXSTNG I GROUND: I PROPSED.. ......ILE MWroMA 6I t-te" DP Ds x 37. Ilk— 1', `4-34" DM 05 X 22, 1 6-36 ON 03. X 3e' I1 l6" DIA IDSX 5T µ 474+00 475+00 476+00 0 20 40 60 e0 MORI2. SCALE IN FEET GENERAL NOTES: 1. SEE CONTROL PONT DATA SHEETS FOR HORIZONTAL CONTROL AID VERTCN CONTROL. 2. SEE UTLfTY PLANS FOR OENTFCATCN AND RELOCATION OF EXISTING. UTL(TES, 3. SEE SOL BORING SHEETS FOR DRILLING LOG KORMAT qll. 4. SEE RETAINING WALL SHEETS FCR LINVIS AND DETAILS. B. CONTRACTOR SMALL CALL TO VERIFY UTILITIES BEFORE EXCAVATION OR DRILLING. 6. SEE SMtt1(SWPI A HILEN STREET UPRR DAVIDSON YARD TRACK DATA SHEET FOR ALL TRACK STATCN EQUATIONS. ?.SEE TRAFFIC CONTROL PHASING SHEETS FOR TRACK WORK AND BRUCE CONSTRUCTION SEQUENCE. e. SEE UPRR CONSTRUCTION COORDINATION AGREEMENT SHEETS FOR MINIMUM VERTICAL AND HORIZONTAL CONSTRUCTION CLEARANCE REOUREMENTS. 9. THE BRUCE LIMITS WERE SET TO PROVIDE HPRRBACCESTRUGESUNDER THEIR PROPERTY IER IO.SEE CRASH WALL DETAILS FOR CRASH WALL TOP ELEVATION. ".SEE SH21DRAr4GE PLAN SHEETS FOR LOCATION CF BRIDGE DRAINS. DESIGN NOTES: 1. BRIDGE DESIGN FOR ML-93 LOADING UNDER 2004 AJ SN.TO.LRFO BRUCE DESIGN SPECFCATIONS. THIRD ED. 2. DESIGN SPEED • SO MPH 3. ADT • 30.950 120301 4. FUNCTIOMJL CLASS • URBAN FREEWAY NEW $B Neu 02-220.0.304-02-PSN 100% PLANS BRIDGEFARMER 6 ASSOCIATES, PC REGM TRATTON NUMBER 264 PRELIMINARY FOR REVIEW ONLY MUHAMMAD MANSDDR MEAN, P.E. 0672 TUNE 2009 SOUTHWEST PARKWAY FOrFMtNDBRFr BRIDGE LAYOUT SB SH121 (SWPI UPRR DAVIDSON YARD OVERPASS ® eR19DxrAer1 A AI1e0LTAI" HNC. SECTCN 26 r's. Mm 6-D• MT n A-!HN NPU� a-N COORACT NCL 6TB '29EET 456 O 947 ( 56 SM171 tSVPI STA 460.17.32 • . HULEN ST STA 20-31AS O N co Q N w J m BEGN SUPER ELEVATION TRANSITION STA 4TT.L5.00 It $B SH1211Sw1a SB Pal PLAN mFOR VERTCAL CLEARANCE Q]EHO SUPER ELEVATION DN TRANSITION SEE HULEN STREET OVERPASS STA 460MSD0 2( SB SHR115VPI L SB PQ.I 0 UPRR DAVIDSON YARD BRIDGE LAYOUT SHEETS I OVERALL LENGTH OF 740IMMI W/ FENCE TY 3I. 2113 A01016 208236'4RTH i S OVERALL LENGTH OF BRIDGE 2107,74' TY 3 LE 1 ..... .................. EXISTING - GROUND I F I Lr+E ( q w, I iI s ;N Y 111 I GROUND L"` --- - - -- - — —rt -P ._ __......«. �.MALL ..._.._ _ _.... .. .. !_ �Ir`-4-36" OA PROP PROP I rKom TRACK 103 106 OS. x ]] i i l `5 34" Du 03. X ]]' P"� 9YPAS5 1 81�PA55 2 I TH BYPASS�E EXIST TRACK 104 1 LEAD RAC I �+ 5-34 OM OS.X .......... ' LEAD TRACK I ®SEE SM0:1 tSMP18 HVLEN STREET , 0 20 40 60 00 NORIZ. SCALE IN FEET i NOTE: SEE GENERAL NOTES AND DESIGN NOTES ON SHEET 1 OF 6. 100% PLANS BRID($ARMER S ASSOCIATES, HNC REGISTMTION NUMBER 264 PRELIMINARY FOR REVIEW ONLY MUH AMMAD MANSOM AHSAN, P.E, 63672 3UNE 2009 u.* SOUTHWEST PARKWAY Afff- A� AMIN FE94 MLIAAV A 1INIM' BRIDGE LAYOUT SO SH121 (SWP) UPRR DAVIDSON YARD OVERPASS ® 6R1000AWL1 L At60OlATR•IRG 3CTD12B •. MBA ... e-+ea6 COrtRACT HD, 670E JW4jq{X SHEET 457 OF 9�7 6:20:41 _ ( ( l O co w z M BEGIN SUPER ELEVATION H121 (STRANSITION STA 4412-00.00 It SO SWPI L SO POL) [MEND SUPER ELEVATION TRANSITION STA 483-80.00 It SO SH121 fSWP) & 58 PGL) ELM ."%L- ',c. I - < HORQOlRK CURVE DATA CURVE SSPOL-6 PJ.STA 4611-12.03 A 44-29'15AS"IRT) 0 • 4-04*05J9" 1 • 576.02, L • 1. 093*Tol R • 1.4 oa '39 :C STA. 4453402A6 T STA - 421-11085 PC BRG: S 22-0716.00" W PT ORO• S 66-3712.76" V 0 20 40 60 so HORIZ. SCALE IN FEET I NOTEi SEE GENERAL NOTES AND DESIGN NOTES ON SHEET IOF 6. 100% PLANS 4: OVERALL LENGTH OF GROiCE • 2107.11' 660 BRIDGEFARMER & ASSOCIATES, INC 'E. ..... I. PRESTRESSED COW. AM UNIT 172.32'STEEL PLATE G 11 ER REGISTRATION NUMBER 264 IDER PRELIMINARY 7 '0% ml LE GRADE LINE 640 FOR REVIEW ONLY 4 14 w/ FENCE TY 3 MUHAAHADMARSOORAWSAN P.E.,M73 L0 JUNE 2m EE DER CID 620 ............ .......... ........... ............. ... ......... .......... ................. 7T I ...... . . ..... .......................... ... < d SOUTHWEST PARKWAY I x d r Ln 00 .. ....... ... .. ...... . ... . ... . .. ... .. . . ..... �d--., -.1-1 ............. ... . ....... . .... .......... . ..... ....... T TRACK 105 LLJ CIETTT X Oe REMOVED WILL z CRAS�i, TRACK 1 3 ArffA' 580 Stec .GP . ........... . . .. .. . .... ......... . . .... AININ N" fWWAlr AUbJWr E TRACK- As -I, I \ I HE. TRACK - ' 7: 310 T AC TRACK I' IBROGE LAYOUT S-38" IA D.S. 30�1�)l X- 307 W ILLH T Op 300 3GACK flop 303 6 RACK F- v IST P SS SH121 (SWP) IT - ... ... . ... TRACK 3067 560 —5-54" ow 03. K 34, TO BE REmoVFO -- -- -- -1-5 UPRR DAVIDSON DIA 03.X 31' PRO, YARD OVERPASS in r gig AK 304 540 T!tg!.,aw!T ATIN". QaoN le DATA RAIL MIN• w 4-*-0q ELEVATKIN sm ;SEE S14121 (SWP) L HULEN STREET o. DAVIDSON YARD TR ;DATA SHEET FOR TOP OFACK 482-00 483-00 484+00 4 85 -C SHEET 3 OF 9_ CCKTRACT NO, JMW"o SHEET 45e OF 947 6:2D:SC PM PRCP 4B" WATER LINE PROP 30" SANITARY E%6T 46" WATER LINE LIE TO RC ABANDONED �4[^�r i SNYTIRY 6 4 7IAE T i rl 1W . 53 SKEW f• PHEW. ""'f'?�'1 ..� �•.. _.�-- • {'f�aOER�NC.1_ .R,•IBT•~OO '"':'.� to 7ob � ?\ �. • �wc ` �l se SNutI9WP1,,,, ^ • "` `, d j� = . + 0' x ,e Y7. ,f• •59 L SB PCI.' PACE Oi TAO9MOD1 W/ FENCC TY \iCRASN ,- y� �'Y ,., i ••;,^ 4y od J4 �E56ilD TRACK 305 TO BE REMOVED i `- i P I 3, 6 A6 DN DS. x SA �Qp1` -CRASH. WALL v + [-SEE SH121 ISMPI6 HULEN STREET UPRR OAV OSON YARD TRACK t FACE'OF T401CM001 ,g (eaDER ND e- FENCE TY 3 •�6'•� S40.29'O7'11'PT OF '.. HOLE B-N?� \� VERT CLR EDGE OF SLAB\ dP� STA 486.2 A6 \ 46.0'RT 1 ph PLAN I FE CC TY 3• Ty 0 20 40 60 SO `FUTURE TRACK NOR 12. SCALE IN FEET 11 se slfut awn _ STA 407•643/u _ - ., m•�. ' ,..r,,., \4' O1 RVET tom• �•%/^_ _ ,tSlPOLfir �BO.00'�rt•y _y._� ' 03 �. ii ^4 r}"Yj �f "t^��2 3�EEEICEIERK NOTES AND DESCH NOTES ON SHEET f OF 6. �O?a sL �eec w ` � � '•r- '' J •EDGE'OT SLAB• 11PRR`01TCH U STA 480M4BT t N PROP lYPAsS'1 SOUTH, 2• "1 t5WPf NO,t20NTK CURVE DATA CuRYE SBPGL-5 PJ.STA 488•19B5 .4A•29']SA6"IRTI D • 4.0A'o5J9" T • 5T609' L • 1493.10' R • 1.408J9 PC STA• 483.02J5 PT STA • 493w635 PC 8R0• S 22.OT'3630" W PT BRG • S 66.3 T12.76" W I j 100% PLANS 660 3 6RIDGEFARMER! ASMATES, PC 21026 STEEL PLATE GfMR ! REGISTRATION NUMBER 364 j PRELIMINARY 640 FOR REVIEW ONLY PROF LE GRADE LM �i MUHAMMAD MANSOOR MEAN, P,E., 83672 wNE 2009 620 -._........._ tID n ............._........._........................... _j (jj f EK" Fix ............. ......................,......... ........... ........ i.............;......................f............... �C jE}E}j� .. 600 SOUTHWEST PARKWAY _ ........... NIM ......� ' ... ....._ ...CRASH HALL ;.... .. ; .... _-.I ........._-- ... ...__..._ _ ...._...._ ., .. ..TJ — — - ._ a..... _.". J._ _ s6o �tFl1 FE� PROP lOt ' PROP 48 APPRO% [\ l GRONO LINE PROPOSED LAM _.._, �.. _ 1 u _. `.. -PROP ..., �.PROPL11 I BB"AASSS 1 i .SOOUTH 7 I� ' PaDP so ss [- VATEA LIE FL EL • 555AS Stl 8-54" OW D3.K 5T' FL CL • 5A5.10 / � BRIDGE SS SH121 (SWP) UPRR DAVIDSON YARD OVERPASS ®`ASH• • 'N•n a 25 e•I� ���y,Ts[cr La1�� . �, ON ...... ^� •^ - � T �.m f e�12. i n H , _ • e•e rr N- -m 487.00 488.00 489,00 SHEET 4 IF 6 RKT go",90-M-Ma scn_4_IT 47 s:Pv00 PN Q a PLAN GRADE TY 7 m STA~97-5D.00Lq SO SH121 RW1l Se PGLI ... . ...... . .... .... ....... . .. ........ ....... .. _... _......_ .... ............ 8 SHRW IIS7� `EX6TNG -.I it jjjjjjl i MERTCAI Ci1RVE DATA I GROUND O �Bi1 DN C.S. e6' PVISTA A9,.90a0 I11•-I�A ON DS.R 62' I L� 7 III a-1e' N DS.R RR' l I I EL•:1T.93 i t 1 .. .... ' d i . �. I I R . MOJ � 6•4e" ON 05.x 16' 512EEE{{{ F .... . D.12' 1] I 1A 3 ES ------ELE-VAL!m . __. i . ..,.. 1_...._. f . 490+00 491+00 492+00 493+00 494-00 0 20 40 60 e0 HOR12. SCALE IN FEET NOTE, SEE GENERA. MOTES AND DESIGN NOTES ON SHEET 1OF 6. _ _ 660 200% PLANS ORIDGEF%RMER A ASSOOATES, HNC REGISTRATION NUMBER 264 PRELIMINARY 640 FOR REVIEW ONLY MUHWMAO MANSOOR AHSAN, P.E., 15672 2UNE 2009 6 SOUTHWEST PARKWAY _ 600 AMTA' 580 ROOM 2trAs TnAMIr Aurnmr BRIDGE LAYOUT 560 SS SH121 (SWP1 UPRR DAVIDSON YARD OVERPASS 540 ®6IGI6erAan� ATAT•e11 IrC Etta le ASN • e•n+e Hrt , e_n aF wA . ebb. SHEET 5 OF 6 COIOACI M0. ep [3yP��1p 1 9QT 460 SIT 0 20 40 so 90 d22==n=kmommd NORIZ. SCALE IN FEET .............. .. .......... ...... ... . . c SHIZI tSwPI - — - — - — - — - — - — - — - - — - — - — - W14GWALL /-SSTR ISEE RWDY PLANS FOR LNTSI — im-No — — - — - — - — - — - -7 —END BRUCE NOTn .,,CENERAL.NOTES AND DESIGN NOTES ON SHE T I OF 6 ABUTKNT SIG a ss SHml ts,,,,7 FACE OF T401MOD1 a ss s"I SO PGL lw 31. 11 FENCE 11 Ig STA 495-001OW", BOOOP, J/ EL 603.50 !��SEI -All \-RETANING WAILL SC . . .. . .. . .. . .. . .. . .. . .. . .. . .. . pa OR: . . ........... MEND SUPER ELEVATION TR IT ION STA 425.00.00 (4 SO SH121 CSWPI L SO PGL) PLAN "AL FOR i OVERALL LENGTHi OF PAYMENT 660 10096 PLANS 2, 07.74' 1 BRIDGEFARMER & ASSOaATM INC . a. ;TyPi: V lIGIS ATRAMON NUMBER 264 tESTRESSED CONC. VEAM SPAN PRELIMINARY . . ............ — -------- 640 FOR REVIEW ONLY END BRUCE MUHAMMAD MANSOOR AHSAN, P.E, SM72 PROFLE GRADE L09 ABUTMENT St JUNE 2W9 T4011M, 4 98 SH1211SWPI W/ FENCE TY 3 STA 49 -09.10 20 EL 60539........ .. ... .... .... . .... . . I . ............... . . . ...... . ........ ..... . ......... ...... . ....... .. ..... - - - --- ----- S TR CLT) L S T4004001RAL tRTI SOUTHWEST PARKWAY Ann ...................... .... .. 0 NC -ALL ILT Aff TA ......... . . ... . ... ... . ...... ....... ...... ..... . . . ........... .. . .... . . ...... . . .......... J.- 580 ROW FCAM F&LIJAY AUbAOWr �' -\:;lTJUNlMG I ALL G I -36" 01A S. x go, sc GROUND BRIDGE LAYOUT �1,16" DA 03.x W LINE SB SH121 (SWP) 560 ... .... ...... ...... . . . . .. .. ...... 4. UPRR DAVIDSON YARD OVERPASS is v ELEVATION! 541 .. ........ . ... . ..... ... .. . .... . . . ........ . -ITCW 1. NT _1-0� .00 495+00 496+00 497-00 SHEET 5 OF 6 FcomiRAT.O. =41Po*RkMT 461 OF 947 EXHIBIT A-7 APPROVED FORM OF GRANT OF PERMANENT EASEMENT FOR HIGHWAY OVERPASS FROM RAILROAD TO CITY [follows this page] A-7-1 DAL:0567318/47205:1851513v 10 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. After Recording, Mail to: City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: Amy J. Ramsey Space Above Reserved for County Recorder's Use Folder No. GRANT OF PERMANENT EASEMENT FOR HIGHWAY OVERPASS This Grant of Permanent Easement for Highway Overpass (this "Easement Agreement") is executed as of , 2009, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (hereinafter "Grantor"), having an address of 1400 Douglas Street - STOP 0910, Omaha, Nebraska 68179-0910, Attention: AVP-Engineering- Design and Construction, with a copy to Union Pacific Railroad Company, 1400 Douglas Street - STOP 1580, Omaha, Nebraska 68719-1580, Attention: Real Estate Attorney, and CITY OF FORT WORTH, a Texas home -rule municipal corporation (hereinafter "Grantee"), having an address of 1000 Throckmorton Street, Fort Worth, Texas 76102 , Attention: City Manager. RECITALS: A. The Grantor, the Grantee, the North Texas Tollway Authority, a regional tollway authority and political subdivision of the State of Texas ("NTTA"), and the Texas Department of Transportation, an agency of the State of Texas ("TxDOT" and, together with the Grantee and the NTTA, the "Project Partners"), have entered into that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement dated as of September _, 2009 (as heretofore or hereafter amended, the "Formal Agreement"), pursuant to which the Grantor and the Project Partners established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 ("SWP/SH 121"). B. SWP/SH 121 includes the demolition of the existing Hulen Street Bridge and its replacement with a new Hulen Street Bridge and related retaining walls that shall be located upon, over and across the Davidson Yard, which is owned and operated by the Grantor (the 14807988\V-7 Parcels") which Crossing Area Support Parcels shall extend five (5) feet in all horizontal directions from the face of each such Support, provided that the easement rights granted herein with respect to those Supports shown on the Structure Plans which are necessary for both the new Hulen Street Bridge and the SWP/SH 121 Bridges being constructed by the NTTA in conjunction with SWP/SH 121 are easement rights to be shared with the NTTA, to whom an easement has also been granted this day by the Grantor for the installation, construction, reconstruction, repair and maintenance of such new SWP/SH 121 Bridges; (all the foregoing, collectively, the "Permanent Easement"), TO HAVE AND TO HOLD the Permanent Easement unto the Grantee, its successors and assigns forever. The Permanent Easement is granted "as is," without warranty of title, and subject to all matters of record. The Grantor does not make to the Grantee, or its successors and assigns, any representations as to the title to the Permanent Easement Parcels, and the Grantor does hereby convey to the Grantee, its successors and assigns, the Permanent Easement without warranty of title, either express or implied, and specifically excluding the warranties of title arising by virtue of §5.023 of the Texas Property Code (or its successor) and all other warranties of title that might arise by common law or statute. 2. Limitations on Grant. (a) The Grantee shall not use, and shall use commercially reasonable efforts not to permit the use of, the Permanent Easement Parcels for any purposes other than those expressly provided for herein. Without limiting the foregoing, the Grantee shall not use or permit the use of the Permanent Easement Parcels for railroad purposes or for gas, oil or gasoline pipelines. The Grantee may install, attach and use, or permit the installation, attachment and use of, electrical and telecommunications lines on the Structure, by or under authority of the Grantee, for the purpose of conveying electric power or communications incidental to the Grantee's use of the Permanent Easement Parcels for highway purposes and for such other purposes that do not add to the Structure's impact on the Grantor's operations in the Crossing Area (collectively, the "Permitted Ancillary Improvements"). Any such Permitted Ancillary Improvements installed or attached in connection with the initial construction of the Structure shall be installed or attached in accordance with the plans and specifications for the Structure previously reviewed and approved by the Grantor pursuant to and in accordance with the Formal Agreement and that certain Construction Coordination Agreement among the Grantor, the Grantee and the NTTA, dated as of September , 2009 with respect to (among other things) the construction of the Structure (as amended from time to time, the "Construction Agreement") . With respect to any such Permitted Ancillary Improvements installed or attached in the future, such lines shall be installed or attached in accordance with plans and specifications reasonably approved by the Grantor, which approval shall not be withheld if such Permitted Ancillary Improvements do not adversely affect the communication or signal lines of the Grantor or its licensees now or hereafter located upon the Crossing Area. (b) Except as otherwise provided in the Formal Agreement, the Permanent Easement is granted subject to any existing encumbrances and rights (whether public or private), recorded or unrecorded, and also to any renewals thereof to the extent such renewals do not further burden or encumber the Permanent Easement Parcels or the Grantee's use and enjoyment thereof on the terms stated herein. Except as otherwise provided in the Formal Agreement, the Grantee shall not damage, destroy or interfere with the existing property or rights of third parties -3- 14807988\V-7 in, upon or relating to the Crossing Area, to the extent known to the Grantee, unless the Grantee ..i at its own expense settles with and obtains releases from such third parties. (c) To the extent that the use and enjoyment of the Permanent Easement Parcels by the Grantee, including, without limitation, any inspection, repair and maintenance operations of the Grantee, require entry into or use of any of the Grantor's air rights or the surface or subsurface of the Crossing Area not included in the Permanent Easement Parcels or any other parts of Davidson Yard, such entry and use shall be governed by that certain Access and Maintenance Easement Agreement between the Grantor and the Grantee, dated of even date herewith with respect to (among other things) the maintenance of the Structure (as amended from time to time, the "Maintenance Agreement"). 3. Reservations by Grantor. The Grantor reserves the right to use, and to grant to others the right to use, the air space below the Crossing Area Roadway Parcel and the surface and subsurface of the land below the Crossing Area Roadway Parcel, exclusive of the air space above and the surface and subsurface of the land within the Crossing Area Support Parcels for: (a) the construction, reconstruction, operation, repair, replacement, use and maintenance of the railroad tracks and other improvements and equipment related to the Grantor's railroad operations within the Grantor's Davidson Yard, (i) that are now located within the Crossing Area or contemplated to be constructed or installed within the Crossing Area pursuant to and in accordance with the Formal Agreement and the Construction Agreement, and (ii) that are hereafter altered, installed or constructed within the Crossing Area, provided that any such alteration, installation or construction does not (A) occupy any portion of the Permanent `.. Easement Parcels (other than improvements within the Buffer Areas expressly permitted under Section 5 hereof) or create any material interference with the Grantee's use and enjoyment of the Permanent Easement Parcels in accordance with the terms of this Easement Agreement or the Grantee's rights under the Formal Agreement, Construction Agreement and Maintenance Agreement, or (B) pose a material risk to the structural integrity of the Structure (the restrictions on the Grantor's reserved rights set out in clauses (A) and (B) of this sentence being referred to herein as the "Grantor Restrictions"); (b) the passage of all kinds of equipment necessary or incidental to the Grantor's railroad operations within the Grantor's Davidson Yard; and (c) any other purpose that does not cause a violation of the Grantor Restrictions. 4. No Build Areas. The Structure Plans do not include any improvements within the outer ten (10) feet (approximately) along the northwest and the southeast sides of the Crossing Area Roadway Parcel (the "No Build Areas"). Notwithstanding anything herein to the contrary, the rights granted to the Grantee hereunder shall not include the right to construct or install any improvements within such No Build Areas, and the Grantee's use of the No Build Areas shall be strictly limited to the temporary location and operation therein of inspection, repair and maintenance equipment and personnel. Notwithstanding such limitation on the Grantee's rights with respect to the No Build Areas, the Grantor acknowledges and agrees that the Grantee's rights with respect to the No Build Areas, as so limited, will be exclusive and that the Grantor is not reserving, and shall not have, any rights to use, or grant others the right to use, the No Build 14807988\V-7 Areas for any purpose or to build or locate any structures within the No Build Areas or to I..i temporarily locate or operate any equipment within the No Build Areas. 5. Buffer Areas. The Structure Plans do not include any improvements to be made as a part of the Structure by the Grantee within the area that extends a horizontal distance of five (5) feet from the face of each side of each Support within the Crossing Area Support Parcels (the `Buffer Areas"), other than those crash walls to be constructed by the Grantor connecting to certain Supports as shown on the Structure Plans (the "Approved Crash Walls"). Notwithstanding anything herein to the contrary, the rights granted to the Grantee hereunder shall not include the right to construct or install any improvements within the Buffer Areas in the future without the prior written approval of the Grantor, which the Grantor may withhold in its sole discretion, provided that the Grantor shall not unreasonably withhold its consent to such an improvement in a Buffer Area if such improvement becomes necessary, in the reasonable opinion of the Grantee's professional consultants, to maintain the structural integrity of the applicable Support or to protect the applicable Support or the users of the Structure from any improvements made by the Grantor not contemplated by the Railroad Project Plans (as defined in, and as approved by the Grantee pursuant to, the Construction Agreement). The Grantor reserves the right to install roadways, paving, ballast and other equipment and improvements on, under and within the Buffer Areas up to the faces of the Supports and below the Crossing Area Roadway Parcel in connection with its railroad operations, provided that any such improvements made by the Grantor, (a) other than the Approved Crash Walls, shall not be attached or connected to the Supports, (b) shall not rely for lateral support upon the Supports, (c) shall not involve excavation within the Buffer Areas, (d) shall not unreasonably interfere with the ability of the Grantee to inspect, obtain access to, and maintain, repair and reconstruct the Supports, and �✓ (e) shall not impose any loads on the foundations of the Supports that are material, without in each case the prior written approval of the Grantee, which the Grantee may withhold in its sole discretion. 6. Arbitration. In the event of any dispute between the Grantor and the Grantee concerning (i) whether or not Permitted Ancillary Improvements adversely affect certain aspects of the Grantor's operation, as specified in Section 2(a) above, (ii) whether or not any improvements to be installed or proposed to be undertaken in the Crossing Area by the Grantor violate the Grantor Restrictions as specified in Section 3(a) above, (iii) whether or not any proposed improvements by the Grantee in the Buffer Zones are reasonably necessary or Grantor is unreasonably withholding its consent with respect to such improvements, or (iv) whether or not any proposed improvements by the Grantor within the Buffer Areas under Section 5 would violate any of the restrictions stated therein, such a dispute (and only such a dispute) shall be resolved pursuant to the terms of Section III.R. of the Formal Agreement, a copy of which is attached hereto as Exhibit B, as if such a dispute were a "Non -Arbitrable Dispute" as such term is defined in the Formal Agreement. 7. Ownership of Structures. The Grantor and the Grantee intend and agree that the Structures (including the Roadways and Supports), the Permitted Ancillary Improvements, the Approved Crash Walls, and all other improvements installed, attached or constructed by the Grantee in accordance with this Agreement are, and at all times shall be, the sole and exclusive property of the Grantee, whether or not the same shall be attached or affixed to the real property of the Grantor. -5- 14807988\V-7 8. Covenants Run With Land. The benefits and burdens of the covenants herein *ftwxe contained shall annex to and be construed as covenants running with the Crossing Area and shall bind the respective parties hereto and their respective successors and assigns. Nothing herein contained, however, shall be construed to be a conveyance by the Grantor of the Grantor's rights in the fee title to Crossing Area. 9. Non -Waiver of Covenants. No covenant, restriction, condition, obligation or provision contained in this Easement Agreement shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur. 10. Enforcement. Subject to Section 6, if the Grantor or the Grantee shall default in the payment or performance of any duty or obligation hereunder, which default shall continue for thirty (30) days after receipt of written notice of such default, the non -defaulting party shall have the right to pursue all remedies available at law and equity, including claims for damages, which shall, without limitation, include reasonable attorney's fees and court costs. Notwithstanding the foregoing, but subject to Section 6, if a violation on the part of the Grantor or the Grantee of any of the restrictions, covenants, terms or conditions of this Easement Agreement to be kept, observed or performed by it will, or is likely to, result in damages which are irreparable or impossible of ascertainment, then the other is hereby granted the right to prevent or remedy any such threatened or actual violation, or the further continuation of any such violation, as the case may be, by means of injunctive proceedings or other legal remedies. The various rights and remedies herein granted shall be in addition to all other rights and remedies that may be available. All said rights and remedies may be exercised either concurrently or consecutively or ,..i partly concurrently and partly consecutively, as the case may be. 11. Severability. If any term, provision, covenants, easement, agreement or condition in this Easement Agreement shall be or be held invalid, whether in general or as to any particular situation or circumstance, the remainder of this Easement Agreement and the applicability to any other situation or circumstance, as the case may be, shall not be invalidated or terminated thereby, but shall remain in full force and effect to all intents and purposes as though such invalid term, provision, covenant, easement, agreement or condition had never been. 12. Miscellaneous. (a) As used in this Easement Agreement, the masculine shall mean the feminine or neuter and singular shall mean plural where the context requires to preserve the meaning of the appropriate provision. (b) This Easement Agreement may be executed in multiple counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement. (c) THIS EASEMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS, AND THE PARTIES TO THIS EASEMENT AGREEMENT HEREBY AGREE THAT VENUE FOR ANY AND ALL CAUSES OF ACTION BETWEEN THE PARTIES AND -6- 14807988\V-7 ARISING UNDER THIS EASEMENT AGREEMENT SHALL BE STATE DISTRICT COURT .*Moo, IN TARRANT COUNTY, TEXAS. (d) Time is of the essence of this Easement Agreement. (e) Nothing contained in this Easement Agreement shall be deemed to be a gift or dedication of all or any part of the Crossing Area to the public or for any public use, and this Easement Agreement creates no rights in the public or in any other person or entity, except as expressly provided herein. (f) All notices to be provided under this Easement Agreement shall be delivered personally or sent by a recognized overnight air courier service, addressed to such party at the addresses first shown above. A notice shall be deemed received by a party upon its personal delivery to that party, one business day after its deposit with a recognized overnight air courier service properly addressed to that party, or upon that party's actual receipt. Any party may change its notice address by notifying the other parties at their then -current notice addresses. (g) Each of the Grantor and the Grantee hereby represents and warrants to the other that (i) it has full power and authority to execute and deliver this Easement Agreement and to effectuate the terms hereof without the approval or consent of any other Person that has not been obtained; and (ii) this Easement Agreement constitutes the legal, valid and binding obligation and agreement of such party, enforceable against such party in accordance with its terms. Without limiting the foregoing, the signatories to this Easement Agreement warrant that r✓ each has the authority to enter into this Easement Agreement on behalf of the party represented. (h) Notwithstanding that Grantor has granted the easements contained herein to the Grantee without warranty of title and subject to all matters of record, the Grantee accepts its interest in such easements with the express intention and expectation that it does so free from the adverse claims of any other person or entity other than those of the Grantor as expressly reserved herein, and the Grantee expressly asserts, claims, and hereby provides notice that its interest in and to such easements is and shall be open, adverse and hostile to any other person or entity that may now hold an ownership or other interest in the portions of the Crossing Area that are subject to such easements, or any other interest otherwise adverse to or in conflict with the such easements, other than the Grantor as and to the extent expressly reserved herein. (i) This Easement Agreement, the Construction Agreement, the Formal Agreement and the Maintenance Agreement collectively, contain all the terms, conditions and covenants relating to the Permanent Easement, and no modifications, waiver, variations, or releases of the duties and obligations under this Easement Agreement shall be binding unless made in writing and signed by the Grantor and the Grantee. 0) In the event of any litigation arising out of this Easement Agreement, the prevailing party shall be entitled to recover from the other party reasonable attorneys' and paralegals' fees and costs actually incurred, whether incurred out of court, at trial, on appeal or in any bankruptcy, arbitration or administrative proceedings. -7- 14807988\V-7 (k) This Easement Agreement is the result of negotiations between the parties who are experienced in sophisticated and complex matters similar to the transaction contemplated by this Easement Agreement and is entered into by both parties in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party which prepared this Easement Agreement, the relative bargaining powers of the parties or the domicile of any party. The Grantor and the Grantee are each represented by legal counsel competent of advising them of their obligations and liabilities hereunder. [Signature page follows on next page.] -8- 14807988\V-7 IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be duly executed as of the date first set forth above. GRANTOR: UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: Its: Attest: By: Its: GRANTEE: CITY OF FORT WORTH By: Fernando Costa Assistant City Manager APPROVED AS TO FORM: Amy J. Ramsey Assistant City Attorney '+ Signature Pages to Grant of Permanent Easement For Public Highway Overpass 14807988\V-7 ACKNOWLEDGMENT THE STATE OF § COUNTY OF 0 This instrument was acknowledged before me the day of , 2009 by of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, on behalf of said corporation. Notary Public Signature [PERSONALIZED SEAL] 14807988\V-7 ACKNOWLEDGMENT THE STATE OF § COUNTY OF This instrument was acknowledged before me the day of , 2009 by , of the CITY OF FORT WORTH, a Texas home -rule municipal corporation on behalf of said municipal corporation. Notary Public Signature [PERSONALIZED SEAL] 14807988\V.7 EXHIBIT A DESCRIPTION OF CROSSING AREA [Parcel 58E Pt. 2 - 7/10/09] A-1 14807988\V-7 EXHIBIT B SECTION III.R. OF THE FORMAL AGREEMENT R. DISPUTE RESOLUTION The Parties agree that any disputes among the Parties to this Formal Agreement arising out of or relating to this Formal Agreement (a "Dispute"), including, without limitation, all rights to receive payments from, or the benefits of performance by, another Party hereto inuring to a Party under or as a result of this Formal Agreement and all obligations to make payments or perform duties owed by a Party arising under or as a result of this Formal Agreement, shall be resolved exclusively as set out in this Section III.R. Disputes regarding either (a) design, engineering, construction methods, construction sequencing, operations or any other matters that involve or affect the functionality, safety or operation of the Davidson Yard, SWP/SH 121 or any of the other highways, roads, bridges or tracks referenced herein or (b) any Party's failure to provide, or interference with, UPRR's or the NTTA's right and ability to advance its construction activities during, with respect to UPRR, the UPRR Construction Period, or, with respect to the NTTA, during the NTTA Construction Period, pursuant to this Formal Agreement (the "Non - Arbitrable Disputes") shall be resolved solely by the procedures set forth in subsection III.R.1. and shall not be subject to mediation or arbitration, but shall instead, if not resolved under subsection III.R. I., be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties (as hereinafter defined). Except as provided in the following sentence, disputes regarding all other Disputes (the "Arbitrable Disputes") shall be resolved by the procedures set forth in subsections III.R.1., 2., and 3. Notwithstanding anything to the contrary contained in this Section IILR. or otherwise in this Formal Agreement, TxDOT cannot agree, and does not agree, to final, exclusive, and binding arbitration and, consequently, a Dispute with TxDOT (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) shall under no circumstances be resolved by the procedures set forth in subsection III.R.3., but shall instead, if not resolved under subsection III.R.1., be resolved as provided in the penultimate sentence of subsection III.R.2. 1. Informal Resolution. If any Party believes a Dispute exists, that Party may notify all of the other Parties pursuant to the notice provisions of this Formal Agreement that a Dispute exists, and of the specific nature of the Dispute. For a period of 10 business days after receipt of such notice, all Parties shall negotiate in good faith to resolve the Dispute. If the negotiations are not successful, any Party may notify in writing the other Parties that the provisions of this Section III.R. shall be invoked (the "Resolution Start Notice"). The Resolution Start Notice shall include (a) a statement of such Party's position on the Dispute, (b) a summary of the reasons supporting such Party's position and (c) a proposed resolution to such Dispute that would be satisfactory to such Party. Within 5 business days from receipt of the Resolution Start Notice, each Party receiving such Resolution Start Notice shall either (i) notify the other Parties that it is not involved in or affected by such Dispute and will not participate in the resolution 14-UMV, thereof or (ii) deliver to the other Parties a written response to the Dispute (a B-1 14807988\V-7 "Resolution Response Notice"). Each Resolution Response Notice shall include �..i (x) a statement of such Party's position on the Dispute, (y) a summary of the reasons supporting such Party's position and (z) a proposed resolution of such Dispute that would be satisfactory to such Party. If a Party either notifies the other Parties that it is not involved in or affected by such Dispute or fails to issue a Resolution Response Notice within the applicable time period, such Party shall be excluded from the resolution process for such Dispute and the Party sending the Resolution Start Notice and the Parties timely delivering Resolution Response Notices shall be deemed to be the "Involved Parties" with respect to such Dispute, provided however that if any Involved Party gives written notice to the other Involved Parties within 15 business days after receipt of the Resolution Start Notice claiming that a Party desiring or deemed to be uninvolved in such Dispute is a necessary party to the resolution of such Dispute, such Party shall be deemed an Involved Party and shall participate in the resolution process. Each Party hereby designates the following senior executive of such Party (the "Designated Executive") and agrees that such Designated Executives shall have full authority to resolve such Dispute. The Designated Executive for UPRR shall be John Hovanec. The Designated Executive for NTTA shall be Rick Herrington. The Designated Executive for the City shall be Bryan Beck. The Designated Executive for TxDOT shall be Maribel Chavez. In the event any Designated Executive is no longer employed by the applicable Party or has undertaken a new position with such Party that does not include responsibilities related to this Formal Agreement, such Party shall designate a replacement, and deliver written notice of such replacement to the other Parties. Any Party may ,*$..i also replace its Designated Executive upon written notice to the other Parties. The Designated Executives shall immediately begin to communicate regarding the Dispute, including attendance at a personal meeting if requested by any other Designated Executive, and shall exercise good faith efforts to resolve the Dispute fairly and completely within 30 days from the date of the last Resolution Response Notice. If the Dispute has not been resolved within 30 days of the submission of such Dispute to the Designated Executives (or at any time after such submission, if any Involved Party believes that time is of the essence with respect to such Dispute and that the resolution process should be expedited), then any Involved Party may by written notice to the other Involved Parties refer the Dispute to the Chief Executive Officers (or persons having equivalent decision -making authority regardless of title) of the Involved Parties for their review and resolution. 2. Non -Binding Mediation. If the applicable Chief Executive Officers do not resolve the Dispute within 20 days of submission to them, then any Involved Party may give written notice to the other Involved Parties of its intent to mediate the Dispute. If the Involved Parties do not agree upon a mediator within 20 days following the other Involved Parties' receipt of the notice of the intent to mediate, any Involved Party may refer the matter to the Austin office of the ,%"'oe American Arbitration Association for non -binding mediation. The Designated B-2 14807988\V-7 Executives for the Involved Parties shall attend the mediation in person. The �..i applicable Chief Executive Officers will not be required to attend the mediation in person, but will remain involved in the mediation process to consult with the Designated Executives. Subject to the availability of the mediator, any mediation shall be initiated within 30 days (or other mutually agreed time period) of the selection of the mediator, and the mediation process must be concluded within 45 days (or other mutually agreed time period) from the mediation start date. If such mediation is concluded without a resolution to the Dispute that is satisfactory to all of the Involved Parties, (a) if such Dispute is an Arbitrable Dispute, it shall be resolved pursuant to the procedures set forth in subsection III.R.3., or (b) if such Dispute is a Non -Arbitrable Dispute, it shall not be subject to the procedures set forth in such subsection III.R.3., but shall instead be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties. Notwithstanding the foregoing, any Dispute (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) in which TxDOT is an Involved Party shall not be subject to the procedures set forth in such subsection III.R.3., but instead the Party asserting the Dispute may seek to resolve the Dispute through either its exercise of any remedy or means available in law or equity or by the subsequent agreement of all of the Involved Parties. The costs and expenses of mediation, including compensation and expenses of the mediator, but excluding attorneys' fees incurred by any Party, shall be borne 50% by UPRR and 50% by the other ,..i Involved Parties, unless such Dispute is between the Project Partners, in which case each Project Partner shall bear an equal share of such costs, compensation and expenses. 3. Final, Exclusive and Binding Arbitration. Any Arbitrable Dispute that is not resolved consistent with the procedures in subsections III.R.1. and 2. and does not include TxDOT as an Involved Party shall be finally resolved by final, exclusive, and binding arbitration under this subsection III.R.3. Judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. (a) The arbitration process will be commenced by the initiating Party giving written notice to the other Involved Parties of its intention to arbitrate such Arbitrable Dispute (the "Arbitration Demand"). The Arbitration Demand specifically shall identify the questions to be submitted for arbitration. The other Involved Parties, within 10 business days after receipt of the Arbitration Demand, shall submit a written response to the initiating Party and the other Involved Parties that specifically responds to the questions identified in the Arbitration Demand and identifies any additional questions (which may include counterclaims or additional claims against the initiating Party arising under this Formal Agreement) to be submitted for arbitration in connection with such Arbitrable Dispute. The initiating Party, within 10 I*MMOV, business days after receipt of the last of such response(s), shall deliver to B-3 14807988\V-7 each other Involved Party a written response that specifically responds to „%Moe any new questions identified in such response(s). (b) Venue for the arbitration shall be as set out below, unless otherwise mutually agreed by the Involved Parties. Within 20 business days after the Arbitration Demand is made, UPRR shall choose one arbitrator and the Involved Party or Parties that are Project Partners will jointly designate one arbitrator (collectively, the "party arbitrators") and shall notify the other Involved Parties of such choice. Within 10 days after notice is served of their appointment by such Involved Parties, the two arbitrators so chosen will appoint a third arbitrator (the "Chairperson"). The three arbitrators are hereinafter referred to as the "Arbitration Panel". Disputes which primarily involve interpretations of the scope or nature of the Parties' legal rights and obligations under this Formal Agreement shall be determined by arbitrators who are practicing attorneys or retired judges having at least 10 years experience of involvement in the litigation or arbitration of public or commercial contract disputes. Disputes which primarily involve claims or defenses based on the nature of the construction to be performed pursuant to this Formal Agreement or the facts and circumstances surrounding the execution of such construction shall be determined by arbitrators who have at least 10 years experience of involvement in both large-scale rail transportation and large-scale highway transportation projects as either an officer or construction manager at a nationally recognized construction, construction management, or civil engineering firm that has not been employed by any of the Project Partners or UPRR during the past 5 years. If the selecting Involved Parties disagree about the type of arbitrators to be appointed for any Dispute, each such selecting Involved Party shall designate the type of arbitrator it deems appropriate and the party arbitrators shall select a Chairperson of the type they deem appropriate. The Chairperson shall preside over the Arbitration Panel. Any issue presented to the Arbitration Panel shall be decided by two or more of the arbitrators; provided, however, that in the event two or more panel members cannot reach agreement on any particular issue, the issue shall be decided by the Chairperson. If the two arbitrators so chosen are unable to select a Chairperson as provided above, the Chairperson shall be selected by a Judge of the United States Federal District Court sitting in Austin, upon a petition that forthwith shall be filed by the two arbitrators selected by the Involved Parties. Once the arbitration process has commenced and until it has concluded, the arbitrators shall not communicate ex parte with any of the Involved Parties or their representatives concerning the arbitration. The Arbitration Panel, when complete, shall meet forthwith with the Involved Parties in an initial hearing to discuss procedures and preliminary issues. (c) At the request of any Involved Party, or at the discretion of the Arbitration Panel, and consistent with the expedited nature of the arbitration procedure set ,%NOW, forth in this Formal Agreement, the Arbitration Panel may direct the B-4 14807988\V-7 following discovery: (i) the production of documents and other information; (ii) the depositions of select witnesses identified by the Involved Parties; and (iii) answers to written interrogatories or requests for admissions. (d) The Arbitration Panel may, in its discretion, apply the standards of Federal Rule of Civil Procedure 26 in order to resolve any disputes that may arise in connection with these discovery procedures. In addition, at the request of any Involved Party, the Arbitration Panel may enter such protective orders as are appropriate to protect trade secret, proprietary and confidential information. (e) The discovery and disclosure addressed in this Section III.R. shall be completed within 90 days after the initial hearing. If necessary to compel attendance of witnesses to provide testimony at depositions or at trial or to provide documents, any Involved Party or the Arbitration Panel may petition any court of competent jurisdiction to issue subpoenas compelling discovery. (f) The Arbitration Panel shall, with reasonable diligence (not to exceed 120 days after the initial hearing) conduct an evidentiary hearing, and such other proceedings as they deem appropriate, and complete those proceedings. The evidentiary hearing, and all other hearings, will be held after reasonable notice is given of the time and place to the Involved Parties. At the evidentiary hearing, each Involved Party will be permitted to present its case, witnesses and evidence, if any, in the presence of the other Involved Parties, and to conduct direct and cross-examination as the Arbitration Panel may decide is appropriate. Witnesses will testify under oath and the oath taken shall have the same effect as testifying before a court of competent jurisdiction. The Involved Parties may offer such evidence as is relevant and material to such Arbitrable Dispute and shall admit such evidence as the Arbitration Panel may deem necessary to an understanding and determination of such Dispute. Conformity to legal rules of evidence shall not be necessary; provided, however, that the Arbitration Panel may consider the requirements of the Federal Rules of Evidence in resolving issues that may arise concerning the admissibility of evidence. All evidence shall be taken in the presence of all of the arbitrators and all of the Involved Parties. A written transcript of the hearing may, at the request of any Involved Party, be made. If more than one Involved Party requests a transcript, the requesting Involved Parties shall split the cost. If one or more Involved Parties requests a transcript, it B-5 14807988\V-7 or they shall pay the cost but shall have no obligation to provide a copy to N%Noe the other Involved Parties. Within 10 days after the close of the evidentiary hearing, each Involved Party shall have the right to submit a written brief setting forth such Involved Party's position. (g) A majority of the Arbitration Panel (or the Chairperson if a majority cannot be obtained) forthwith shall issue its arbitration decision, which shall be in writing and delivered to all Involved Parties, within 30 days after the deadline for submittal of written briefs, provided, that the Project Partners and UPRR acknowledge and agree that any damages awarded under these arbitration proceedings are and shall be expressly limited as provided in subsection III.P.13. of this Formal Agreement and all of the limitations and maximum amounts set forth in such subsection shall apply to any such awards regardless of any action or holdings to the contrary by the arbitrators therein. The Arbitration Panel shall interpret this Formal Agreement and shall follow the statutory and common law that applies to the Arbitrable Dispute. The Arbitration Panel is hereby expressly authorized to include interest on any amounts awarded accruing prior to the date of such award at the rate and on the terms provided for in subsection III.I.4. of this Formal Agreement. Nothing contained herein shall be deemed to give the Arbitration Panel any authority, power or right to change, modify, add to or subtract from any of the provisions of this Formal Agreement. The decision will state the reasons upon which it is based. The decision will be final and binding upon all of the Involved Parties, but shall not in any way affect the rights or obligations of the Parties which were not Involved Parties. The Involved Parties forthwith shall comply therewith. Judgment in any court of competent jurisdiction on the Arbitration Panel's decision and award may be entered on the request of any Involved Party or of the Arbitration Panel. Such judgment shall have the same effect as any other judgment entered by such court where venue is appropriate and there is jurisdiction over the Involved Parties and the subject matter of the Dispute. Payment of damages pursuant to the arbitration decision shall be made within 30 days after entry of the Arbitration Panel's decision, whether or not it has yet been reflected in a judgment of any such court. UPRR, the City and the NTTA each hereby expressly agrees that the Arbitration Panel shall have jurisdiction to render a decision as set forth in this Section III.R. and that a court shall have jurisdiction to enter a judgment on the Arbitration Panel's award and that neither the rendering of such award or the entry of judgment on such award are preempted under state or federal law, and UPRR, the City and the NTTA each expressly waives any defense to the Arbitration Panel rendering an award or the entry of judgment on such award based on state or federal preemption. (h) Unless otherwise ordered by the Arbitration Panel, each of the Involved **Mwoe Parties shall bear the costs of the arbitrator selected by it, its own attorneys B-6 148079881V-7 fees, and its own other costs associated with the arbitration, and UPRR, on the ""WWI one hand, and the other Involved Parties, on the other hand, shall each bear 50% of the fees and costs incurred in connection with the Chairperson, unless such Dispute is between the City and the NTTA in which case the City and NTTA will each bear 50% of such fees and costs incurred in connection with the Chairperson. The deadlines set forth in this subsection III.R.3. may be extended by the agreement of the Involved Parties, by the Arbitration Panel or at the request of any Involved Party upon a showing of good cause. The Arbitration Panel shall have the power and discretion, anything to the contrary in law or custom or contract notwithstanding, to award attorneys fees and costs in whole or in part to any Involved Party at any point in the proceedings pursuant to this Section III.R. of this Formal Agreement and/or if the Arbitration Panel determines that an Involved Party has acted in a dilatory manner, has proceeded in bad faith, or has caused unnecessary delay or needlessly increased the cost of the arbitration procedure. 4. Performance. Subject to the terms of subsection III.I.4, each of the Parties shall continue performance under this Formal Agreement during the process of resolving a Dispute, except to the extent that such performance is made commercially impracticable by reason of the existence of the Dispute. If it is contested that the ability to perform was made impracticable by the Dispute, that issue and damages relating thereto shall be decided by the Arbitration Panel in any evidentiary hearing and related proceedings. 5. Interim Relief. Notwithstanding the foregoing, any Party may resort to any court of competent jurisdiction to the extent reasonably necessary to (a) avoid expiration of a claim that might eventually be permitted, including claims seeking orders requiring compliance with this Section III.R., (b) obtain interim relief, including injunctive relief, to preserve the status quo or prevent irreparable harm, or (c) vindicate a Party's intellectual property rights, including, without limitation, the recovery of money damages for infringement or other misappropriation. 6. Confidentiality. The informal dispute resolution, mediation, and arbitration and all proceedings thereunder shall be confidential and, absent a court order or subpoena, no Party, nor any mediator, or arbitrator may disclose to any third party the existence, content (including communications, documents and pleadings), or results of any proceeding hereunder without the prior written consent of each Party. 7. Choice of Law and Forum. The Parties hereby agree that Texas law will apply to any Dispute, without giving effect to any conflict of law rules or other rules that might render such law inapplicable or unavailable. The Parties agree that all mediations and all arbitrations shall be conducted in Austin, Texas, except to the extent the Parties explicitly agree otherwise in writing. The Parties (except TxDOT) agree to sign all documents and to do all other things reasonably necessary to submit any such matter 1AWMI-1 to arbitration and further agree to, and hereby do, waive any and all rights they or B-7 14807988W-7 either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder. 8. Governing Rules. Unless otherwise agreed by the Parties at the time of such election, the rules governing mediation or arbitration shall be the Construction Industry Dispute Resolution Procedures of the American Arbitration Association. B-8 1480798MV-7 EXHIBIT C STRUCTURE PLANS C-1 148079881V-7 PT FIT I PEDESTAL CATV-\ rAL w MY OFF RIETAININC WALL HA 1,1" EMT FIBER OPTIC —Ull A, 12' X C (By OTHERS) . . . ...... ..... .... ES HOLE 9-1 1i= OF ABUT I SRWL FACE'OF r ITYP) H E T40XMODI, Wt FEN, 91 j/STA ABUTMENT Hl IT...- — - — — - — - — - — — EL, 114SA2 — - — - — - — �F -- r ULEN ST L P OIL SENT BE M, cl 3- i\j? OR ON. ;SEJ-AI4-I em NO.1t ";\ \cc em NO.1 LTEST HOLE R-32 -SE ROAD PLANS FOR W \-IE"ST Ri ...MW LIMNTI AWEEND TREAATTMENTS RETAIRM WALL IRA HOLE 6-41 RETAINING WALL VA UP" ION NOTES: I SHAFTS WITHIN THE INFLUENCE OF TRACK SURCHARGE E DESCWD WITH TEMPORARY CASING TO PROTECT ;AMT CAVE N. USSOENg AND/Olt DISPLACEMENT -EXISTING : GROUND?CASRO ALL BE ED OR HULEM TE, BE R 2I 0"'DoUlt"'YO RAILROAD S.RC IN 061M TO ALL HAROE VERTICAL uAl DATA .OADS.SEALED DESCH AND CALCULATORS SHALL RE ED TO NTTA AND up*t FOR APPROVAL PRIOR TO a �J� .............. ....... ... CONSTRUCTION. LLED SHAFTS AT ABUTMENTS AND BENTS ARE . ... .. . .. ..... Om . .... .......... ... . ............ 0 FOR COMBINED SKIN FRICTION AND POINT BEARING. zhll�o .1•!TA, WILLED SHAFTS Al THE ELEVATION OR DEEPER AS NECESSARY TO PENETRATE LIMESTONE L .LOWNG MINIMUM DISTANCES: 4ENTS - 3 FT M2, K3 A HT -HQ - 8 rl -9AG' 1,16.1413 & H14 - -0 ,MA L H5 - 15 FT I FT I I I i I i I i OVERALL LENGTH OF BRIDGE - I END III— Rl- I I 1 1 OVERALL LENGTH OF *4011 r . PAYMENT I I 26IA9'TYPE IV PRESTRESSED CONC.9EAM UNIT ISEE Am LINE 1 :1 DIA 03.X 56" �rxl-$ LIE..............,...................;........................ ... T.. are' DM Ds; 2 52' t — jr. OR JT TY 3 i BYPASS 2 29B" VIA D.S. I" CIA 03, X 19' 0 20 40 so so LA.1„xA SANTA FE BYPASS MORIZ. SCALE IN FEET GENERAL NOTES., CRASN WALL CaTRa AID VERTICAL 0 CONTROL. 2. SEE UTILITY PLAINS FOR IDENTIFCATIOR AND RE LOCATION OF EXISTING UTILITIES. SEE SOL 80HNGSHEETS FOR DRILLING LOG NFORMATION. A. S*RTASN.G WALL SHEETS FOR LMITS yy DAVDSOR YARD TRACK DATA SHEET FON It MILLER ST STA 20-?5A4 t t SH 121 (SWIDI STA 480-35.03 S. SEE TRAFFIC CONTROL PHASING SHEETS FOR TRACK WORK AM BRIDGE CONSTRUCTION SEOUENCE. t I ORDER ?.CONTRACTOR SMALL CALL 70 VERIFY UTILITIES KrM9 EXCAVATOR OR SZ, DRILLING. D. L TION DETAILS FOR CRASH WALL TELEVA -7a ... ....... 9. %E UPRR C04TRMTION COORDINATION EMENT SHEETS FOR MINIMUM VERTICAL AM HORIZON AL CONSTRUCTION CLEARANCE Re OUIREMENTT, ;3\ T4 10.SEE ILLUMINATION LAN SHEETS FOR OF ILLUTION CONDUIT AND LLOCATM IGNITING FIXTURES ON DROVE STRUCTURES. .......... DESIGN NOTES: 1. BRIDGE FOR -93 LOADING 2105fN a HIL AA.SLW RF UNDER TJ3.L 0 BRIDGE DESIGN SPECIFICATIONS, THIRD ED. NOR .. . ..... . ....... 2. DESIGN SPEED - 45 MPH BYP 3. NOT - 35.820 120301 A. FUNCTIONAL CLASS - PRINCIPAL ARTERIAL EXIST NSIS 02-220-0-XXXX-YX-PSN NEW NOR 02-220-0-0504-02-PSN 135.9l'STE.L PLATE . ORDER 1 68 100% PLANS BRIDGEFAAMIER & ASS0aATES, REGISTRATION NUMBER 2641K PRELMWY FOR REVIEW ONLY mummmo K#mooR AHsAN ' P.E., Sun JUNE 2009 ,,-,,SHtZl ISWPI . . a So! ... ........~64 x DATE K,m. !I 620 SOUTHWEST PARKWAY ............... .. .... ........... ... .......... ............ .... ....... ..... ..... . ... 600 RIVIIIIIN FCXAS MLIIIIAT 141111011INIV F- BRIDGE LAYOUT J= HILILEN STREET OVERPASS 0 UcmAsm EAD UPRR DAVIDSON YARD WALL TRACK 560 49 smoo ... .,!AM!!!• —EN SECTION TRACK,104 'q '415', SANTA FIE =A$. 6-t-ft w rn 41-1111-1m, BYPASS I SHEET I CF 4 CONTRACT N06 0=,0PM<KJN SHEET 5?6 OF 947 4 1 i i 100% PLAN$ 'STEEL 177.0!"0'YYPE IV! PRESTRESSED COMIC. BEAM LIMIT rn`229,00'TYPE IV PRESTRESSED CONC. OEM UNIT I 214.DD'TYPE IV 68 r GRDERJ I I BEAM UMrt ITIO.001-119.001 PRESTRESSED CONIC. BRIDWARMER & ASSOCIATES, IRC PVISTA 2H40.00 1 (94.00'-120.001 REGISTRATION NUMBER 264 I i PIRTLE GRADE LINE PRELIMINARY c W/ FENCE !Y 1 f 2660 FOR REVIEW ONLY -4 a55x i mumAmmAD mANsooFt AN P.E, amn &U9 to 3UNE 2W9 I.x . . ...... . ... ......................"64C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . T D K, D.0 M SEE SH121 ISWPI L HLILEN STREET LIPRR DAVIDSON YARD TRACK RAt' SOUTHWEST PARKWAY DATA SHEET FOR TOP OF T F;?r 11 ELE ATKIN .................. ...... .............. ................... ........ . ............. ... ........... - ......... . . . .......... ........ . . 79 30ACK SA PROP I -i PJ 7 "rN 3ROAC" v TEMP ................. .... .......... .. TRACK)__ 1. � I - ' I i. I * ................ ............. . . ...... ........... IMIN FIVA MUM? AVfNMr L Ex TWO 301 1 PROPOSE r "' **++ ' I'll. T T OR T A K- BE REMOVED 03 1 m I— I.- BRIDGE LAYOUT 4 5-46!'DIA D.S.X 26 R c ROP Lq ON 30 J�j I �P:ACKI a I a] 3RAC 551 RXIEN STREET OVERPASS 0 '�—TRACK �—EXGT TRACK 305 CRASH WALL� UIPRR DAVIDSON YARD "-p WALL TRACK To BE REMOVED i ap RACK 301 P Lu 309 TRACK 3021 so. SOUTH t.T4 - OR'S� 310 1 e-4a- Du' DS. X 22 iROP uPRR ORCH -96' X T CRASH WkL BYPASS HS �=2 D DS A 0. �-CKAS. MALLDIA BYPASS f 2 We SECTOR 28 X57 TRACK 306 ioi,q ;TO BE REMOVED 1 I 4a,. -1, X 21" 6-48" DIA D.S. X E"WbN ACK IST R "Q 4,4 W LEAD 2 4 2 ;0 23+00 24+00 25+00 SHEET , T..T I. M I ''• PROP 100 YEAR FLOODVAY � - ....... � ' .`.. '. IM KGN T4OYNW0 w FENCE TY 1 IRTI PLAN STA 2T.51.33 BEGet T40NNIOco V7 FENCE TV 1"4,Tt TY 3 6.45" CIA i 1 ....................... _._....t..._............_...................... SERVICE I I ROAD f ......_.. _....... HIKE/Skt LL r ................ �. IROOOOM ........ Y YEAR . FlEw1 ',DoYEAR , OODMA ..... .....I..iEMAE VSE . CABLE CONCRETE ` RAt ! _ ._. .__: _� o1A D.S.x s:' I1 SJ.ilGL7 � VV R 12-51" DNA DS.x 45' FI„ i 29.00 30•00 0 20 40 60 60 HORIZ• SCALE IN FEET �i I O O 4 M NOT Q SEE GENERAL NOTES AND DESIGN NOTES ON H SHEET IOF 4. 660 100% PLANS BRIDGEFARMER \ ASSOOGTE9, fNC REGISTRATION NUMBER 264 PRELIMINARY 640 FOR REVIEW ONLY MURAMMAD KANSOOR AHSW, P.E, 93672 --_ p ♦' 3UNE 2OD9 M620 Mai Q w. •r mcx SOUTHWEST PARKWAY N600 w N"A J580 10M FCXAS MUMMY avTNOMY IDGE~560 AY LOVERPASS MULEN STREET 0 UPRR DAVIDSON YARD 540 ®�uaovAern� A6 ogAT0 �1/C SEtTd 21 nAs. .m 1�-"_ x•e�_ R . e m—, my SHEET 3 OF 4 CONTRACT NO. jM4W"—Dl BEET 570- OF 947 �—F—LOUTY SERVICE FL !-Am- ! 1 2�2--t4F�G-Ei -.PTC- r.1 AT I'SIA.0 EXIST (BY CT'HERS) 14G ROW RETAINING WALL Hill .="7 t"ORDER L ....... ... * . ............ fb W/ FENCE TV A�q .. I 1 40 . 11 t1i. rU 0-0.0 EN U AS ST EL 0 --SI7--VI4"E I i 11 I TEST HOLE 9-47 Sgf I 7 t HULEN ST L PGL u H14 E ORDER NO. 13 iu 4 STA 32 -FACE Or I T401CM001 Wl FENCC TV I LU U SEJ-A14'1 (BM NO .................... . *.* . .. ..... . .. .... . ;� . . . ... . . . . ............ . ...... .............. . .... ......... ..... ........... ............ ........................................ ............... ......... . . 0 BE ME= .......... . . ... . . . . ... ... . ... .... W ..... 0."." ... ........... ................ . ......... .............. 11c, GRACE PROA I -6p yE�R__j P�. 1. 1 �L 11.1 SPF Sp.? -\ I wx - 5 5.12 100 FLOMWAY 1 52 ING I 365AO too YEARN— FrM4 76 Y'cAR-'l FLOCOWAY I rGROUND)USTING LIE rIT 1 04141 12-54" DIA44 (-TEST HOLE M"30 ow - --AR ------ -- in, TEST HOLE M41 !!!!� .......... . . ...... .. .... . ............ . ... CURVE MIXEN-2, SEJ-M4"1-\p I ............. .......... ....... . . ........... .. .. . .. ....... . ........ . ... .... - . ... ...... TEST INCLE 8 4 RETANING WALL NO ... . ..... - TEST NDLE!LP'U-""*'0 . . . ... ... . ................ HMEN "T ..... ... HYDRAULIC DATA tCRIZONTAL CA-DAi ... VIGO • 2.36 FT/SEC CURVE HULEN-2 0100 CFS P'13 '� 2591 A I•32.100 A- 2 ? 4'8'3 MTI . ...... V5OO- 10.56 FT/SEC 0 5-31'49.73- . ........ ... 0500- 411,100 CFS 3"A4' L 605.07' ....... ..... PC STA • 32-I0ZI PT STA • 36-1 A4 4 PC ORKI S I ?03'14.3d'E PT BRG • S 16-2414.11" W 0 20 40 60 so I NORM SCALE IN FEET NOTE: SEE GENERAL �WtEll AND DESCH NOTES ON SHEET I OF 4 100% PLANS MUDGESARMER St ASSOClATM INC RBMFMIION NUMBER 264 PRELIMINARY FOR REVIEW ONLY mumAMMAO MANSOOFt JUNE 2&9VAK P.E, 83672 !Y I I STA fl 3 -81 599.53 T401 IMODI RAL ILT) ........ 60C SOUTHWEST PARKWAY ... .. ................ I .......... .... . ..... .. ................. .. . .......... .. .. ....... 58C MR"# Rx" laumv Allmmy RET WALL MI 56C BRIDGE LAYOUT HULEN STREET OVERPASS 0 UPRR DAVIDSON YARD 9-36" 0 0 DS.X Tf, .1 —A— I 1. . n 54 C 0-042 AIM$ 34.00 35+00 SHEET 4 OF 4 CONTRACT KU l=4WP!M*0 *aT 579 OF 941 CONDUITC AT (BY OTHERS) z - z" EMT FIBER CONDUIT AT 12" SP (BY OTHERS] C, HULEN STREET APPROx VARES FROM TT'-3" TO 83'-B" 91'-3" OVERALL 51'-1 •• 13'4 •• 17'-0" ROADWAY 1'-0" 39'-0" ROADWAY 12'-0" 7 -O" ,2.-0 12'-D.. 151-O" 2.,, " LANE LANE LANE LAZE LADE LANE N T10FENC .O" I t t TY3FENCE OR TYI (TYP) POL F z� aox ` vi 2.DOX TY N BEAM (TYP) I 4' EXISTING EN STREET I 36WF CI PLATE ORDERS TYPICAL SECTION %'SE (SPAN 1 TMRU S.3 THRU 1i \ 111 REMOVED C EXISTING Q HULEN STREET HULEN STREET Ir APPill OX V.- FROM 11'-3" TO 6V.- 91'-7" OVERALL " ROADWAY I 13'-1) WAY 39'-0" I.-0., 12.-0.. Q'-0" t2._O.. 13._D., LANE 2.1 .. W .AIE LANE LANE LANE /DFENCE) TY1 fTYP) TYPICAL SECTION {SPAN 1 l 13) lB- OR RATE ORDERS 1 TO BE REMOVED SHEET 1OF 1 010 20 30 10 HORIZ. SCALE IN FEET I00% PLANS BRIDGEFARMER B. ABATES, INC REGISTRATION NUMBER 264 PRELIMINARY FOR REVIEW ONLY TZL6,11I T�ANEGia, 9M EXHIBIT A-8 �� APPROVED FORM OF ACCESS AND MAINTENANCE EASEMENT AGREEMENT BETWEEN RAILROAD AND NTTA [follows this page] A-8-1 DAL:0567318/47205:1851513v 10 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. After Recording Return to: Locke Lord Bissell & Liddell LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201 Attention: Frank E. Stevenson II ACCESS AND MAINTENANCE EASEMENT AGREEMENT This Access and Maintenance Easement Agreement (this "Agreement") is executed as of , 2009, by and between the NORTH TEXAS TOLLWAY AUTHORITY, a regional tollway authority and political subdivision of the State of Texas ("NTTA"), having an address of 5900 West Plano Parkway, Suite 100, Plano, Texas 75026, Attention: Executive Director, and UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ('UP'), having an address of 1400 Douglas Street - STOP 1580, Omaha, Nebraska 68179. NTTA and UP and their respective successors and assigns may be collectively referred to herein as the "Owners". RECITALS A. NTTA, UP, the Texas Department of Transportation, an agency of the State of Texas ("TxDOT"), and the City of Fort Worth, Texas, a Texas home -rule municipality (the "City" and, together with NTTA and TxDOT, the "Project Partners"), have entered into that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement dated as of September _, 2009 (as amended, the "Formal Agreement"), pursuant to which UP and the Project Partners established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 ("SWP/SH 121"). B. SWP/SH 121 includes two new SWP/SH 121 bridges and related retaining walls that shall be located upon, over and across the Davidson Yard, which is owned and operated by the Grantor (the "Crossing Project" ). The SWP/SH 121 bridges are grade separated overpass structures (sometimes herein called the "Structures") that will carry vehicular traffic traveling on SWP/SH 121 crossing over the Grantor's tracks near the Grantor's Milepost 250. The area in which the Structures will be located (the "Crossing Are is separately shown and legally described as Parcel No. 58E-PT1 on the Right -of -Way Plat prepared by Gorrondona & Associates, Inc., dated July 10, 2009 and attached as Exhibit A hereto. The substructures, bridge decks and main roadways of the Structures (the "Roadways") will be located in a..� air rights parcels above the surface of the Crossing Area. The foundations, footings, piers and supports for the Roadways and certain retaining walls between such piers and supports described on Exhibit B hereto (collectively, the "Supports") will be located in air rights, surface and subsurface parcels upon, below and above the Crossing Area. C. Pursuant to that certain Grant of Permanent Easement for Highway Overpass between the Owners of even date herewith (as amended from time to time, the "Permanent Overpass Easement"), UP has granted to NTTA certain permanent easements upon, above and below the surface areas of the Crossing Area for the installation, use, repair and maintenance of the Structures within the Crossing Area. D. The Owners desire to enter into this Agreement in order to establish each Owner's respective rights and obligations with respect to NTTA's access to the Crossing Area for purposes of the maintenance, repair and restoration of the Structures following the initial construction and completion thereof in accordance with the Formal Agreement and that Construction Coordination Agreement dated as of September _, 2009 between NTTA, UP and the City (as amended from time to time, the "Construction Agreement"). AGREEMENTS NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owners hereby agree as follows: 1. Access Easement. UP hereby grants to NTTA and its successors and assigns, for the use of NTTA, its successors and assigns and their respective contractors, subcontractors, agents, consultants and employees, an irrevocable, permanent non-exclusive easement to enter, from time to time and on reasonable notice, upon those portions of the Davidson Yard as may be reasonably designated by UP �r from time to time as staging and repair areas (the "Structure Work Areas") for the limited and express purpose of using such areas for maintaining, repairing and restoring the Structures (including the Roadways and the Supports), any Permitted Ancillary Improvements (as defined in the Permanent Overpass Easement) and the Approved Crash Walls (as defined in the Permanent Overpass Easement) in accordance with the terms of this Agreement and to obtain access to the Structure Work Areas from other property of NTTA or from another point of access and to traverse the Davidson Yard at such reasonable locations and times, and under such reasonable conditions, as may be designated from time to time by UP. UP will endeavor to designate Structure Work Areas that maximize the convenience, and minimize the cost, to NTTA in performing the required maintenance, repair and restoration work while eliminating or minimizing to the greatest extent any interference with normal operations in the Davidson Yard, provided that the Structure Work Areas will in any event be sufficient to permit performance of the required work on a commercially reasonable basis. Entry by NTTA onto the Structure Work Areas once the Structure Work Areas have been improved by UP for UP's railroad purposes, including, without limitation, the passage of trains, and passage at any time across the Davidson Yard will be subject to the following special conditions: (a) explosives or other highly flammable substances shall not be stored on the Structure Work Areas or elsewhere in the Davidson Yard without the prior written approval of UP; (b) at the request of UP, NTTA shall remove from the Structure Work Areas and the Davidson Yard any employee of NTTA or any contractor or subcontractor of NTTA who fails to conform to the instructions of UP's designated representatives in connection with the work on the Structure Work Areas and the access across Davidson Yard, and any right of NTTA to work on the Structure Work Areas or to cross Davidson Yard shall be suspended until such removal has occurred; (c) UP reserves the right to temporarily suspend the right of entry granted to NTTA herein on such prior notice as is practicable under the circumstances if deemed necessary by UP's authorized representative for a period of time reasonably deemed necessary by such representative in order to maintain safety within the Davidson Yard or to prevent disruption of interstate commerce; (d) NTTA shall cause NTTA's contractor to comply with the terms and conditions contained in Exhibits C, C=1 and C=2 attached hereto as such terms and conditions -2- 14816028\V-5 DAL:0567318/47205:1881841 Q may be reasonably updated from time to time by UP to reflect general changes in the nature of UP's operations and equipment, provided such changes do not materially impair the rights and benefits accruing to NTTA under this Agreement, subject in the case of work being done pursuant to Section 2(c) hereof to the Agreed Constraints (as defined herein), and (e) before commencing any work pursuant to this Agreement on the Structure Work Areas or elsewhere in the Davidson Yard, NTTA will require its contractor to provide UP with a certificate issued by such contractor's insurance carrier providing the insurance coverages required pursuant to such Exhibit C-1 (or such other coverages as may be hereafter customarily required by UP) in a policy which contains the following type of endorsement: "Union Pacific Railroad Company is named as additional insured with respect to all liabilities arising out of contractor's performance of any work on the property of the Union Pacific Railroad Company." 2. Conditions on Use, Maintenance and Repair. (a) NTTA agrees to maintain, repair and preserve the Structures in such condition and repair, including the repair or restoration of damage or destruction of the Structures resulting from casualty or any other cause, other than the negligence, acts or omissions of UP or its employees, agents or contractors, so as to enable UP to have and enjoy the benefits of all of its rights reserved upon, across and below the Crossing Area in connection with its railroad and related operations, as reserved in the Permanent Overpass Easement and as provided herein. NTTA shall pay any and all costs and expenses necessary for such maintenance, repair and preservation of the Structures, except to the extent attributable to the negligence, acts or omissions of UP or its employees, agents or contractors. (b) Whenever it shall be necessary to repair, restore or replace the Structures, such repaired, restored or replaced Structures shall be erected in the same location and on the same Nft.i line, be of the same or superior design and size, and be comprised of the same or substantially similar material or better, and otherwise comply in all material respects with the original plans and specifications (or subsequently approved deviations therefrom) for the Structures, except to the extent that NTTA has obtained the prior written approval of UP to any material deviations from such plans and specifications, which approval shall not be unreasonably withheld so long as UP will be able to continue to conduct its operations on its Property in the same manner as existed prior to such repairs, restorations or replacements (but only to the extent such operations within the Crossing Area are consistent with the rights reserved by UP under the Permanent Overpass Easement) without any additional cost, expense or restriction to UP. (c) Any repairing, restoring or replacement done hereunder shall be performed timely and in a good and workmanlike manner, and shall be carried out subject to materially the same construction constraints, allowances and requirements as are set out in the Construction Agreement with respect to the initial installation of the Structures, taking into account (i) the nature of the repairs, restorations or replacements to be performed and (ii) the then -current configuration of Davidson Yard in the vicinity of the Crossing Area and any changes in UP's railroad operations in Davidson Yard, but only to the extent such operations within the Crossing Area are consistent with the rights reserved by UP under the Permanent Overpass Easement (the "Agreed Constraints"). (d) If NTTA shall neglect or refuse to maintain, repair or restore the Structures in accordance with the terms of this Agreement, and if NTTA does not commence to cure such failure within thirty (30) days after receipt of written notice from UP describing such failure and thereafter diligently and continuously prosecute such cure to completion, UP in its sole discretion N%Me may cause such damaged or destroyed elements to be repaired or restored (as applicable) to the condition (and solely to the condition) required to permit UP to continue its railroad and related -3- 148I6028\V-5 DAL:0567318/47205:1881841 Q operations fully and safely through the Crossing Area and to exercise all of its other rights reserved to UP under the Permanent Overpass Easement and, in addition to any other remedy available to it by law, shall be entitled to recover from NTTA all costs and expenses reasonably incurred by UP in undertaking such repair or restoring. Notwithstanding the foregoing, if the passage of trains through the Crossing Area is blocked or endangered by the failure to so maintain, repair or restore the Structures, such 30-day period shall be reduced to five (5) business days after delivery of such written notice. (e) The parties shall comply with all Federal, state, and local laws, statutes, ordinances, rules, and regulations applicable to them with respect to this Agreement. 3. Arbitration. In the event of any dispute between NTTA and UP concerning (i) the sufficiency of the Structure Work Areas using the standards specified in Section 1 above, (ii) whether or not any proposed deviations from the original plans and specifications for the Structures are material, as specified in Section 2(b) above, or if UP's approval of any such deviations has been properly withheld under the standard set forth in such Section 2(b), (iii) whether or not the differences in the proposed construction constraints, allowances and requirements applicable to the repairing, restoring or replacement of the Structures from the construction constraints, allowances and requirements applicable to the initial installation of the Structures are appropriate under the standard set forth in _Section 2(c) above, or (iv) whether or not the scope of UP's proposed repair and restoration of the Structures under Section 2(d) above exceeds the scope needed to permit UP to continue its railroad and related operations fully and safely through the Crossing Area, such a dispute (and only such a dispute) shall be resolved pursuant to the terms of Section III.R. of the Formal Agreement, a copy of which is attached hereto as Exhibit D attached hereto, as if such a dispute were a "Non -Arbitrable Dispute" as such term is defined in the Formal Agreement. 4. Ownership of Structures. NTTA and UP intend and agree that the Structures (including the Roadways and the Supports), any Permitted Ancillary Improvements, the Approved Crash Walls, and all other improvements installed, attached or constructed by NTTA in accordance with the Permanent Overpass Easement and this Agreement are, and at all times shall be, the sole and exclusive property of NTTA, whether or not the same shall be attached or affixed to the real property of UP. 5. Covenants Run with Land. The benefits and burdens of the covenants herein contained shall annex to and be construed as covenants running with the Crossing Area and shall bind the respective parties hereto and their respective successors and assigns, including, without limitation,' any permitted assignee of the NTTA under the Formal Agreement. 6. Non -Waiver of Covenants. No covenant, restriction, condition, obligation or provision contained in this Agreement shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur. 7. Successors and Assigns. Each grantee of an Owner, and each subsequent grantee, by the acceptance of a deed of conveyance, and each purchaser under any contract for such deed of conveyance, accepts said deed or contract subject to all restrictions, conditions, covenants and easements, and the rights and powers created or reserved by this Agreement and shall be deemed to have agreed to perform all undertakings and to be bound by all agreements and covenants imposed on it by this Agreement. All rights, benefits and privileges of every character hereby granted, created, reserved or declared and all impositions and obligations hereby imposed shall be deemed and taken to be covenants running with the land, and shall bind any person having at any time any interest or estate in the Crossing Area, and shall *"Moe inure to the benefit of such grantee or purchaser in like manner as though the provisions of this -4- 14816028\VS DAL:0567318/47205:1881841 Q Agreement were recited and stipulated at length in each and every deed of conveyance or contract for conveyance. 8. Enforcement. Subject to Section 3, if NTTA or UP shall default in the payment or performance of any duty or obligation hereunder, which default shall continue for thirty (30) days after receipt of written notice of such default, the non -defaulting party shall have the right to pursue all remedies available at law and equity, including claims for damages, which shall, without limitation, include reasonable attorney's fees and court costs. Notwithstanding the foregoing, but subject to Section 3, if a violation on the part of NTTA or UP of any of the restrictions, covenants, terms or conditions of this Agreement to be kept, observed or performed by it will, or is likely to, result in damages which are irreparable or impossible of ascertainment, then the other is hereby granted the right to prevent or remedy any such threatened or actual violation, or the further continuation of any such violation, as the case may be, by means of injunctive proceedings or other legal remedies. The various rights and remedies herein granted shall be in addition to all other rights and remedies that may be available. All said rights and remedies may be exercised either concurrently or consecutively or partly concurrently and partly consecutively, as the case may be. 9. Severability. If any term, provision, covenants, easement, agreement or condition in this Agreement shall be or be held invalid, whether in general or as to any particular situation or circumstance, the remainder of this Agreement and the applicability to any other situation or circumstance, as the case may be, shall not be invalidated or terminated hereby, but shall remain in full force and effect to all intents and purposes as though such invalid term, provision, covenant, easement, agreement or condition had never been. 10. Miscellaneous. (a) As used in this Agreement, the masculine shall mean the feminine or neuter and singular shall mean plural where the context requires to preserve the meaning of the appropriate provision. (b) This Agreement may be executed in counterparts and, once counterparts have been executed and delivered by each of the parties, this Agreement shall be effective. (c) This Agreement shall be governed and construed in conformity with the laws of the State of Texas, and the parties to this Agreement hereby agree that venue for any and all causes of action between the parties and arising under this Agreement shall be State District Court in Tarrant County, Texas. (d) Time is of the essence of this Agreement. (e) Nothing contained in this Agreement shall be deemed to be a gift or dedication of all or any part of the Crossing Area or the Davidson Yard to the public or for any public use, and this Agreement creates no rights in the public or in any other person or entity, except as expressly provided herein. (0 All notices to be provided under this Agreement shall be delivered personally or sent by a recognized overnight air courier service, addressed to such party at the addresses first shown above. A notice shall be deemed received by a party upon its personal delivery to that party, one business day after its deposit with a recognized overnight air courier service properly addressed to that party, or upon that party's actual receipt. Any party may change its notice address by notifying the other parties at their then -current notice addresses. -5- 14816028\V-5 DAL:05673 18/47205:188184 I Q (g) Each party to this Agreement represents to the other that it is fully authorized to *"Wpvl enter into this Agreement and to perform its obligations hereunder. (h) Notwithstanding that UP has granted the easements contained herein to the NTTA without warranty of title and subject to all matters of record, the NTTA accepts its interest in such easements with the express intention and expectation that it does so free from the adverse claims of any other person or entity other than those of UP as expressly reserved herein, and the NTTA expressly asserts, claims, and hereby provides notice that its interest in and to such easements is and shall be open, adverse and hostile to any other person or entity that may now hold an ownership or other interest in the portions of Davidson Yard that are subject to such easements, or any other interest otherwise adverse to or in conflict with the such easements, other than UP as and to the extent expressly reserved herein. (i) This Agreement, the Permanent Overpass Agreement and the Construction Agreement contain all the terms, conditions and covenants relating to the Structures and the Crossing Area, and no modifications, waiver, variations, or releases of the duties and obligations under this Agreement shall be binding unless made in writing and signed by the Owner to be charged thereby. [Signature Pages Follow] -6- 14816028\V-5 DAL:0567318/47205:1881841 Q **Moo IN WITNESS WHEREOF, the parties have executed this Agreement in manner sufficient to bind as of the day and year first above written. UNION PACIFIC RAILROAD COMPANY, NORTH TEXAS TOLLWAY AUTHORITY a Delaware corporation By: By: Name: Name: Title: Title: APPROVED AS TO FORM: LOCKE LORD BISSELL & LIDDELL, LLP, General Counsel I1 Signature Page to Access and Maintenance Easement Agreement 14816028\V-5 DAL:0567318/47205:1881841 Q THE STATE OF § COUNTY OF 0 This instrument was acknowledged before me the day of , 2009 by of UNION PACIFIC RAH.ROAD COMPANY, a Delaware corporation, on behalf of said corporation. Notary Public Signature [PERSONALIZED SEAL] THE STATE OF § COUNTY OF § This instrument was acknowledged before me the day of 2009 by of NORTH TEXAS TOLLWAY AUTHORITY, a regional tollway authority and political subdivision of the State of Texas, on behalf of said authority. Notary Public Signature [PERSONALIZED SEAL] Signature Page to Access and Maintenance Easement Agreement 14816028N-5 DAL:0567318/47205:1881841 Q .e/ EXHIBIT A DESCRIPTION OF CROSSING AREA [Legal Description of Parcel 58E Part 1] 14816028W-5 A-1 EXHIBIT B DESCRIPTION OF RETAINING WALLS INCLUDED WITHIN THE SUPPORTS [to be inserted] B-1 14816028\V-5 ow — EXHIBIT B DESCRIPTION OF RETAINING WALL INCLUDED WITHIN SUPPORTS .oe.. I EXHIBIT B DESCRIPTION OF RETAINING WALL INCLUDED WITHIN SUPPORTS Location of Crash Wall Connection (Wall SD) ESTSNTED pUN/TRES ___ - - ARCA ..- CL� C CCYC RN 2RCL CLAs1 ! COYC RAtiE IIW f1RP1 _ 4! __ t-- Nsp 595Lty 5s5.To 585 580 575 TElT rw $-a ITEP MN LW BOTTOM Or W&L °afro oi�uA°Ho1 e PLAN OVERALL ..�t T_-- S CttlSt Jt 690M r0• a WALL� -• �, LAas�ta.T, oul�p�Ps•m.n RWitLL,k ELCv stA.tt - ntv SUJt ELEVATION 1-ROTTOM CE ►OOTTC E E n w o ,o =o >o AC WORM SCALE IN FEET �Mw O S I 15 EO RISCLLil�'m VkorRima,im"2 w"o1W ILIA ro an's FOR ETV iT lovERAL IKTrLtw Cr ML t CYAN ... y Yy SARI AT 1OM9M3yClA�ritP -_ Wm,.Wm,.YE gEPam' 'As RVRM ICP OF VAL, El61 amM [ �yAIO SiRP f'IOVNC COiTp�`�•YP��/ PROP CRMM stRP FACE CF AE1A11l1F VAII BOITONSEOF rAu .M1i eGPObepl IOF �F Wall %TPmj6 SECTION A —A 600 100% PLAM RA C WINNERA4 595 FOR REVIl1y. ONLY owFt R,ALLI000R. va_ YIQY � anos 590 — --- . -. SOUTHWEST PARKWAY 585 580 NTM spy SH 121(SWP) 575 RETAINING WALL SD LAYOUT 5TO • ®Arar AsouTaab >uloi e 0y+ 565 --- woo" m, pRtp say 290 _Cr Ml EXHIBIT C TO ACCESS AND MAINTENANCE EASEMENT AGREEMENT Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING. a. Subject to the Agreed Constraints, NTTA's contractor ("NTTA Contractor") shall notify the designated representative of UP (the "UP Representative") at least 5 working days in advance of proposed performance of any work by NTTA Contractor on the Davidson Yard pursuant to this Agreement in which any person or equipment will be within 25 feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within 25 feet of any track. No work of any kind shall be performed on the Davidson Yard pursuant to this Agreement, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within 25 feet of any of UP's track(s) at any time, for any reason, unless and until a UP flagman is provided to watch for trains. Upon receipt of such 5-day notice, UP Representative will determine and inform NTTA Contractor whether a flagman need be present and whether NTTA Contractor need implement any special protective or safety measures, consistent with the Agreed Constraints. If flagging or other special protective or safety measures are performed by UP, such services will be provided at NTTA Contractor's expense with the understanding that if UP provides any flagging or other services, NTTA Contractor shall not be relieved of any of its responsibilities or liabilities set forth herein. NTTA Contractor shall promptly pay to UP all charges connected with such services within 30 days after presentation of a bill therefor. Iftw b. The rate of pay per hour for each man will be the prevailing hourly rate in effect for an eight hour day for the class of men used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement & UC, 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 on the day of execution of this Agreement. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays; two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between UP 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, NTTA Contractor shall pay on the basis of the new rates and charges. C. Reimbursement to UP will be required covering the full eight hour day during which any flagman is furnished, unless he can be assigned to other UP 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 UP work. Reimbursement will also be required for any day not actually worked by said flagman following his assignment to work in connection with this Agreement for which UP is required to pay the flagman and which could not reasonably be avoided by UP by assignment of such flagman to other work, even though NTTA Contractor may not be working during such time. Section 2. LIMITATION OF RIGHTS GRANTED. The foregoing grant of right is subject to the continuing right of UP to use and maintain its entire **Mai,, property including the right and power of UP to construct, maintain, repair, renew, use, operate, change, C-1 148160281V-5 modify or relocate UP tracks, roadways, signal, communication, fiber optics, or other wielines, pipelines and other facilities upon, along or across any or all parts of the Davidson Yard, subject to the express limitations on UP's activities contained in the "Permanent Overpass Easement" (as such term is defined in this Agreement), all or any of which may be freely done at any time or times by UP without liability to NTTA Contractor or to any other party for compensation or damages, except as otherwise provided in those Sections. Section 3. LIMITATION OF RIGHTS GRANTED. No work performed by NTTA Contractor pursuant to this Agreement shall cause any interference with the constant, continuous and uninterrupted use of the tracks, property and facilities of UP, its lessees, contractors or others except as otherwise contemplated by the Agreed Constraints, and unless specifically permitted under this Agreement, or specifically authorized in advance by UP Representative (consistent with the terms of this Agreement and the Agreed Constraints). Nothing shall be done or suffered to be done by NTTA Contractor at any time that would in any manner impair the safety thereof. When not in use, except as and to the extent contemplated by the Agreed Constraints, NTTA Contractor's machinery and materials shall be kept at least 50 feet from the centerline of UP's nearest track, and there shall be no vehicular crossings of UP's tracks except at existing open public crossings, unless specifically authorized in advance by UP Representative. Section 4. MECHANIC'S LIENS. NTTA Contractor shall pay in full all persons who perform labor or provide materials for the work by or at the direction of NTTA Contractor pursuant to this Agreement. NTTA 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 UP for any such work performed, and if any such lien shall be filed or recorded, NTTA Contractor shall promptly pay, discharge or bond such lien. NTTA Contractor shall indemnify and hold harmless UP from and against any such liens resulting from such work done, labor performed, or materials furnished on behalf of NTTA Contractor. NTTA Contractor further agrees in the event that an action to foreclose any such lien same shall be commenced, upon notice thereof being provided by UP, to defend the same free of cost, charge or expense to UP. Section 5. PROTECTION OF UTILITIES. a. Fiber optic cable and other utility systems may be buried on the Davidson Yard. Protection of the fiber optic cable and other utility systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. NTTA Contractor shall telephone 1-800-336-9193 (a 24-hour, 7-day number for emergency calls) during normal business hours (7 A.M. to 9 P.M., CST, Monday -Friday, except holidays) to determine if fiber optic cable or other utilities are buried anywhere on the Davidson Yard. If there are, NTTA Contractor will telephone the telecommunications or utility company(ies) involved, arrange for a utility locator, make arrangements for relocation or other protection of the applicable utility, and will commence no work on the Davidson Yard until all such protection or relocation has been accomplished. b. In addition to other indemnity provisions in this Agreement, to the extent allowable at law as to NTTA Contractor, NTTA Contractor shall indemnify and hold UP 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 NTTA Contractor, its agents and/or employees, to the extent (and in the proportion) it causes or contributes to (1) any damage to or destruction of any *44001 telecommunications or utility system on the Davidson Yard, and/or (2) any injury to or death of any C-2 14816028\V-5 person employed by or on behalf of any telecommunications or utility company, and/or NTTA Contractor, or their respective agents and/or employees, on the Davidson Yard. Section 6. COMPLIANCE WITH LAWS. In the prosecution of the work on the Davidson Yard, NTTA 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. NTTA Contractor shall use only such methods as are consistent with safety, both as concerns NTTA Contractor, NTTA Contractor's agents and employees, the officers, agents, employees and property of UP and the public in general. NTTA Contractor (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts and regulations. All applicable Federal Railroad Administration regulations shall be followed when work is performed on the Davidson Yard pursuant to this Agreement. If any failure by NTTA Contractor to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against UP, NTTA Contractor shall reimburse and, to the extent allowable at law as to NTTA Contractor, indemnify UP for any such fine, penalty, cost, or charge, including without limitation attorneys' fees, court costs and expenses. NTTA Contractor further agrees in the event of any such action, upon notice thereof being provided by UP, to defend such action free of cost, charge, or expense to UP. Section 7. SAFETY INSTRUCTIONS. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of work on the Davidson Yard pursuant to this Agreement. As reinforcement of the foregoing, the following special safety rules shall be followed: a. NTTA Contractor shall keep those conditions and features of the Davidson Yard under the control of NTTA Contractor free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the work to be performed by them pursuant to this Agreement. NTTA Contractor shall have proper first aid supplies available on the job site so that prompt first aid services can be provided to any person that may be injured on the Davidson Yard. NTTA Contractor shall promptly notify UP of any U.S. Occupational Safety and Health Administration reportable injuries occurring to any person that may arise during the work performed on the Davidson Yard pursuant to this Agreement. NTTA Contractor shall have a non -delegable duty to control its employees while they are on the Davidson Yard to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug, narcotic or other substance that may inhibit the safe performance of work by the employee. b. The employees of NTTA Contractor shall be suitably dressed to perform their duties on the Davidson Yard safely and in a manner that will not interfere with their vision, hearing or free use of their hands or feet. Only waist length shirts with sleeves and trousers that cover the entire leg are to be worn. If flare -legged trousers are worn, the trouser bottoms must be tied to prevent catching. The employees should wear sturdy and protective work boots and at least the following protective equipment: (1) Protective head gear that meets American National Standard-Z89.1-latest revision. It is suggested that all hardhats be affixed with NTTA Contractor's or its subcontractor's company logo or name. (2) Eye protection that meets American National Standard for occupational and educational eye and face protection, Z87.1-latest revision. Additional eye protection C-3 14816028\V-5 must be provided to meet any applicable specific job situations such as welding, grinding, burning, etc.; and (3) Hearing protection which affords enough attenuation to give protection from noise levels that will be occurring on the job site. C. All heavy equipment provided or leased by NTTA Contractor for use on the Davidson Yard shall be equipped with audible back-up warning devices. If in the opinion of UP Representative (consistent with this Agreement and the Agreed Constraints) any of NTTA Contractor's or any of its subcontractors' equipment is unsafe for use on the Davidson Yard, NTTA Contractor, at the request of UP Representative, shall promptly remove such equipment from the Davidson Yard. Section 8. INDEMNITY. a. As used in this Section, "UP" includes UP and other UP companies using the UP Property at or near the location of NTTA Contractor's work and their officers, agents, and employees; and "Loss" means loss, damage, claims, demands, actions, causes of action, penalties, costs, and expenses of whatsoever nature, including court costs and reasonable attorneys' fees, which result from: (a) injury to or death of persons whomsoever (including UP's officers, agents, and employees, NTTA Contractor's officers, agents, and employees, as well as any other person); and/or (b) damage to or loss or destruction of property whatsoever (including NTTA Contractor's property, damage to the roadbeds, tracks, equipment, or other property of UP, or property in its care or custody). b. As a major inducement and in consideration of the rights of entry herein granted, NTTA Contractor agrees, to the extent allowable at law, to indemnify and hold harmless UP from any Loss to the extent (and in the proportion) it is due to or arises from the work performed under this Agreement, a breach of this Agreement (including the health and safety provisions herein) by NTTA Contractor, any activity of NTTA Contractor under this Agreement, or any omission or negligence arising out of performance or nonperformance of this Agreement by NTTA Contractor. Notwithstanding the foregoing, NTTA Contractor shall not be required to indemnify, defend and/or hold harmless UP from, and the foregoing indemnity shall not apply to, any pre-existing hazardous or toxic materials or contamination upon or underneath the UP Property that may be discovered as a result of NTTA Contractor's work, testing or studies. C. NTTA Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions brought by NTTA Contractor's own employees. NTTA Contractor waives any immunity it may have under worker's compensation or industrial insurance acts to indemnify UP under this Section 8. NTTA 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 act or the Federal Employers' Liability Act against a party to this Agreement may be relied upon or used by either party in any attempt to assert liability against the other. Section 9. RESTORATION OF PROPERTY. In the event UP authorizes NTTA Contractor to take down any fence of UP or in any manner move or disturb any of the other property of UP in connection with the work to be performed by NTTA Contractor pursuant to this Agreement, then in that event NTTA Contractor shall, as soon as possible and Iftmow at NTTA Contractor's sole expense, restore such fence and other property to the same condition as the C-4 14816028\V-5 same were in before such fence was taken down or such other property was moved or disturbed. NTTA Contractor shall remove all of NTTA Contractor's tools, equipment and materials from the Davidson Yard promptly upon completion of the work, restoring the Davidson Yard to the same state and condition as when NTTA Contractor entered thereon. Section 10. WAIVER OF BREACH. Waiver by UP of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by NTTA Contractor shall in no way impair the right of UP to avail itself of any remedy for any subsequent breach thereof, and waiver by NTTA Contractor of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by UP shall in no way impair the right of NTTA Contractor to avail itself of any remedy for any subsequent breach thereof. Section 11. ASSIGNMENT -SUBCONTRACTING. NTTA Contractor shall not assign this Agreement, or any interest herein, without the written consent of UP and any attempt to so assign without the written consent of UP shall be void; provided that NTTA Contractor shall have the right to enter into subcontracts for the performance of the work on the condition that NTTA Contractor is and shall remain responsible for all work of subcontractors and all work of subcontractors shall be governed by the terms of this Agreement. Section 12. TRAFFIC CONTROL. NTTA Contractor shall be responsible for implementing such traffic control measures as UP reasonably shall deem necessary in connection with the operations of NTTA Contractor on the roads and access ways within Davidson Yard, consistent with the Agreement and the Agreed Constraints, all at NTTA Contractor's expense. C-5 14816028\V-5 EXHIBIT C-1 TO `OK ACCESS AND MAINTENANCE EASEMENT AGREEMENT NTTA CONTRACTOR INSURANCE REQUIREMENTS NTTA Contractor shall, at its sole cost and expense, procure and maintain during the performance of any work on the Davidson Yard pursuant to this Agreement the following insurance coverage: (a) General Liability insurance providing bodily injury including death, personal injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. This insurance shall contain broad form contractual liability with a separate general aggregate for the project (ISO Form CG 25 03 or equivalent). Exclusions for explosion, collapse and underground hazard shall be removed. Coverage purchased on a claims made form shall provide for at least a two (2) year extended reporting or discovery period if (i) the coverage changes from a claims made form to an occurrence form, (ii) there is a lapse/cancellation of coverage, or (iii) the succeeding claims made policy retroactive date is different for the expiring policy. (b) Automobile Liability, insurance providing bodily injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim. This insurance shall cover all motor vehicles including hired and non -owned, and mobile equipment if excluded from coverage under the general public liability insurance. (c) Workers' Compensation insurance covering NTTA Contractor's statutory liability under the workers' compensation laws of the state(s) affected by this agreement, and Employers' Liability. If such insurance will not cover the liability of NTTA Contractor in states that require participation in state workers' compensation fund, NTTA Contractor shall comply with the laws of such `so, states. If NTTA Contractor is self -insured, evidence of state approval and excess workers' compensation coverage must be provided. 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 UP in the schedule as the alternate employer (or a substitute form providing equivalent coverage). (d) Railroad Protective Liability insurance naming UP as the insured with a combined single limit of $5,000,000 per occurrence with a $10,000,000 aggregate. The policy shall be broad form coverage for "Physical Damage to Property" (ISO occurrence Form CG 00 35 12 04 or equivalent) and include pollution arising out of fuels and lubricants brought to the job site (ISO Form CG 28 21 or equivalent). A binder of insurance for Railroad Protective Liability must be submitted to UP and the original policy or a certified duplicate original policy must be forwarded to UP when available. (e) Umbrella or Excess insurance. If NTTA Contractor utilizes umbrella or excess policies, these policies must "follow form" and afford no less coverage than the primary policy. NTTA Contractor's contractors and its insurers shall endorse the required insurance policy (ies) to waive their right of subrogation against UP. NTTA Contractor and its insurers also waive their rihg t of subrogation against UP for loss of its owned or leased property or property under its care, custody and control. NTTA Contractor's insurance shall be primary with respect to any insurance carried by UP. The policy (ies) required under (a) and (b) above shall provide severability of interests. C-1-1 14616026\v-5 CONTRACTOR'S ROE 980204 Folder No.: All policy (ies) required above (except workers' compensation and employers liability) must include UP 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 UP as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage for UP's negligence whether sole or partial, active or passive, and shall not be limited by NTTA Contractor's liability under the indemnity provisions of this Agreement. Prior to commencing the Work, NTTA Contractor shall have its contractor furnish to UP certificate(s) of insurance evidencing the required coverage and endorsements and upon request, a certified duplicate original of any required policy. The certificate(s) shall contain a provision that obligates the insurance company (ies) issuing such policy (ies) to notify UP in writing of any material alteration including any change in the retroactive date in any "claims -made" policies or substantial reduction of aggregate limits, if such limits apply, or any cancellation at least thirty (30) days prior thereto. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this agreement, or (b) all punitive damages are prohibited by all states in which this agreement will be performed. The insurance policy (ies) shall be written by a reputable insurance company (ies) acceptable to UP or with a current Best's Insurance Guide Rating of A— and Class VII or better, and authorized to do business in Texas. The fact that insurance is obtained by NTTA Contractor shall not be deemed to release or diminish the liability of NTTA Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. C-1-2 14816028\V-5 EXHIBIT C-2 TO *..i ACCESS AND MAINTENANCE EASEMENT AGREEMENT Minimum Safety Requirements for NTTA Contractors [to be provided] C-2-1 14816028\V-5 Minimum Safety Requirements For Project Partner Contractors � Table of Contents 1.0 General Safety Requirements 1.1 Regulatory Training Requirements 2.0 Clothing 3.0 Personal Protective Equipment 4.0 Equipment 5.0 Working Around Live Track Red Zones 6.0 On -Track Safety 7.0 Lockout / Tagout Procedures The Railroad is committed to providing the safest workplace possible for, not only our own 14400, employees, but also the Contractor's employees and its subcontractors' employees. Adherence to these minimum safety requirements, plus additional instructions at the job site, will help to ensure an injury -free project. The Railroad Representative is authorized to take any actions necessary to prevent injuries to any person, damage to Railroad property, disruption of Railroad operation, and the safety of the public. Reference is made to the Formal Agreement dated January 8, 2009, as amended by First Amendment to Formal Agreement dated May 19, 2009, a Second Amendment to Formal Agreement dated June 17, 2009, a Third Amendment to Formal Agreement dated August 20, 2009, a Fourth Amendment to Formal Agreement dated September 1, 2009 and a Fifth Amendment to Formal Agreement dated September _, 2009. Notwithstanding that the 4+4+4 Plan is designed to allow temporary track closures of groups of tracks to allow construction by the Project Partners' Contractors of the SWP Bridge and the construction of the new Hulen Street Bridge and demolition of the existing Hulen Street Bridge, these Minimum Safety Requirements are applicable to all activities of the Project Partners' Contractors and their subcontractors that are within Davidson Yard. *************************************************************************************************** 2 14802924\V-3 1.0 General Safety ,"wool Requirements Within the Davidson Yard The safety of personnel, property, rail operations, and the public is of paramount importance in execution of the work within the Davidson Yard pursuant to this Agreement. The terms Contractor and Contractor Employees as used in this document refer to all Employees of the Contractor as well as all Employees of any subcontractor that are engaged in any activities within the Davidson Yard. The Contractor shall have a Safety Representative on -site at all times, responsible for and to oversee all requirements contained herein and for coordination with the Railroad Representative. The Contractor shall be responsible for the safety of his workers and subcontractors in compliance with Federal, State, and Local Regulatory Agencies including but not limited to the Occupational Safety Health Administration and the Federal Railroad Administration. As reinforcement and in furtherance of overall safety measures to be observed by the Contractor (and not by way of limitation), the following special safety rules shall be followed: The Contractor shall keep those conditions and features of the job site under the control of Contractor free from safety and health hazards and ensure that its Contractor Employees are competent and properly trained in all safety and health aspects of the job. Specifically, the Contractor must ensure that: The Contractor shall have proper first aid supplies available on the job site and someone trained as a 1'` responder so that *,s prompt first aid services can be provided to any person that may be injured on the job site. The Railroad is promptly notified of any reportable injury (as defined by the U. S. Occupational Safety and Health Administration) to an employee that occurs during the performance of work at the job site. The Railroad is promptly notified of any damage to Railroad property. Contractor Employees do not use, be under the influence of, or have in their possession any alcoholic beverage or illegally obtained drug, narcotic, or other substance while on Railroad property. All waste generated by Contractor is properly disposed of in accordance with applicable federal and state regulations. No open fires are permitted on Railroad property. All Contractors vehicles must stop at all railroad crossings to ascertain the way is clear. Seat belts must be worn on vehicles and equipment so equipped. All Contractor vehicles and construction equipment / cranes, etc., must be equipped with an audible backup warning device, fire extinguisher and first -aid kit. 3 14802924\V-3 Headlights must be turned "on" when operating motor vehicles on Railroad property. It is permissible to turn headlights off when stopped on Railroad property at night to prevent "blinding" other personnel working in the same area. Always keep vehicles a safe distance away from the outside of the rail consistent with the distances and criteria established in the Construction Coordination Agreement between the Railroad, the City of Fort Worth and the North Texas Tollway Authority and the exhibits thereto, including the Constraints, Allowances and Requirements for Construction over the Davidson Yard (collectively, the "Construction Coordination Agreement"), and DO NOT park vehicles or equipment foul of a live railroad track. Contractor or Contractor Employees will notify Railroad Representative of any hazardous material spill observed in their work area. A Railroad Representative and the Contractor's Safety Representative will coordinate and establish a scheduled frequency to conduct job -safety briefings to be convened during the duration of the construction contract. The Railroad Representative will participate in or otherwise conduct a portion of the job -safety briefing in cooperation with the Contractor, and as so coordinated, may call a job -safety briefing at times other than the scheduled frequency. Contractor Employees will participate in and comply with all job -safety briefings. During these briefings, the Contractor and the Railroad Representative will specify safe work procedures, the potential hazards of the job, and Emergency Response Procedures. If any participant has any questions or concerns about the work, he/she must voice them during the job briefing. Additional job briefings will be conducted during the work as conditions, work procedures, or personnel change. Contractor and Contractor Employees must take every precaution to prevent injury to themselves, other employees, and the public. All excavations, holes and trenches are to be protected in accordance with regulatory requirements and the Contractor's established procedures to prevent injuries to other workers, Railroad employees or the public. The Contractor's Safety Representative and the Railroad Representative shall work together to address safety conditions and establish safe workable solutions based on site conditions. Contractor shall ensure that the Railroad policy of NO SMOKING on Railroad property is enforced. All Contractor and Contractor Employees must comply with the following safety procedures when working around any railroad track: Always be on the alert for moving equipment. Contractor Employees must always expect movement on any live track, at any time, in either direction. The Yard utilizes remove control locomotives (RLC) for moving cars. An engineer likely will not be in the cab. Do not step or walk on the top of the rail, frog, switches, guardrails, or other track components. 4 14802924\V-3 In passing around the ends of standing cars, engines, roadway machines or work equipment, leave a minimum of ti/ 20 feet between yourself and the end of the equipment. Do not go between pieces of equipment on a live track if the opening is less than 100 feet as a minimum. Avoid walking or standing on a track unless authorized by the Railroad Representative. Before stepping over or crossing tracks, look in both directions first. Do not sit on, lie under, or cross between cars except as required in the performance of your duties and only when equipment has been protected against movement and authorized by the Railroad Representative. Do not leave tools or materials any closer to the track than permitted by the defined work zone and the Construction Coordination Agreement requirements. As it pertains to safety, for all Contractor work outside of an Absolute Work Zone, but within the Contractor's defined work zone, the Contractor and the Railroad shall coordinate and be aware of their respective adjacent activities. The Contractor's Safety Representative and the Railroad's Representative shall work together to identify any potential safety issues and develop any necessary safety awareness guidelines, action plans, or observation tools to aid respective employees in conducting themselves in a safe manner. These efforts shall be for the benefit of all parties and shall not unduly restrict either party from a productive work environment. All Contractor Employees shall comply with all Federal, State and local regulations concerning Workplace Safety. 1.1 Controlled Access Policy Railroad and Contractor have a mutual interest in providing a safe workplace for the existing employees of both Parties and in maintaining the integrity and security of Railroad's facilities. To help ensure this goal, Railroad has instituted a Controlled Access Policy. All persons seeking admission to Railroad property will apply (the "Applicants") for admission to the property. Contractor will conduct background investigations of Applicants prior to their admission to the Railroad property. Prior to any new or existing employee of Contractor working at or regularly visiting any Railroad facility, Contractors must register with the Railroad's approved risk assessment company. • Contractors must then present and secure Background Check Consent Forms from each of their employees who are, in the course of their duties, working on Railroad's property or facilities. • Any of Contractor's employees who refuse to provide consent to a background check will not be allowed to conduct work in Davidson Yard or on or near Union Pacific facilities. • Contractors will then submit SSNs of the individuals they employ who will require a photo identification badge ,%Mole (the "Identification Badge") to the Railroad's approved risk assessment company via the Website. 14802924\V-3 • Contract employees ("Contractees") will then submit a photo of themselves and complete the program testing online via the Railroad's approved risk assessment company's Website. ,*owe • The program testing requires "Security Awareness" and in the following cases only when applicable to the type of service being provided by the Contractee, an "Engineering Safety Training Orientation and Test", a "Mechanical Safety Training Orientation and Test", and an "Automobile Load/Unload Contractor Safety Orientation Course". • After the Contractee satisfactorily completes the examination, a background investigation is automatically triggered. • The Railroad's approved risk assessment company program will then score the investigation to validate whether an individual meets all the criteria for the Railroad. • When a satisfactory score is rendered, the Railroad's approved risk assessment company will automatically print an Identification Badge authorizing access to Railroad property and mail the Identification Badge to the Contractor's business address for distribution to Contractee. • Contractee is responsible for wearing that badge and carrying another form of government -issued ID at all times when on Railroad property. • All communication regarding Contractor's employees should be addressed to: Bill Chandler Union Pacific Railroad Company - Safety Department 137 West 200 North Hyde Park, UT 84318 Phone (435) 563-8253Fax (435) 563-8295 E-mail: WLCHANDL@up.com ,*ONO, • Contractor shall be responsible for managing and recovering the Identification Badge from their employees who resign, retire or are terminated. • Railroad shall have the right to reject any candidate to the extent permitted by all applicable law. • To the extent that any portion of these requirements violate a law, ordinance, statute, or regulation that portion shall be ignored and applicant shall comply with all remaining portions of the application process. It is expected that Contractor will be primarily responsible for enforcement of this program; however, both Railroad and the Federal Railroad Administration will be auditing for compliance. Should any Contractor be found out of compliance, any and all fines or penalties incurred will be the sole obligation of Contractor. 1.2 Regulatory Training Requirements Railroad insists on 100% training compliance that is required by all Federal, State and Local Safety Regulations applicable to the NTTA or City in the performance of the work. Contractors must be aware of, understand and comply with ALL Federal, State and Local Workplace Safety Regulations applicable to the NTTA or the City in the performance of the Work, including, but not limited to, the following: • Fall Protection 14"i The Contractor must ensure that its employees comply with fall protection requirements contained in: 148029241V-3 • OSHA's Fall Protection regulations 29 CFR 1926, Subpart M when working on elevated structures. 1%0001 The Contractor shall conduct its work and where necessary have standard and case specific work procedures in accordance with the above regulations. The procedures shall be reviewed before construction begins and on a regular basis, with the Railroad Representative. • Confined Spaces The Contractor must ensure that its employees comply with OSHA's Confined Space regulations 29 CFR 1910.146. The Contractor shall conduct its work and where necessary have standard and case specific confined space work procedures in accordance with these regulations and shall review these procedures with the Railroad Representative. Examples of confined spaces on railroads are: • Sanitary and storm sewer systems • Underground utility vaults • Pipe/utility tunnels • Pits In addition, the Contractor must: • Obtain any available information regarding permit -required confined space hazards and entry operations from the Railroad Representative. • Coordinate entry operations with the Railroad Representative, when both Railroad's employees and Contractor personnel will be working in or near the permit -required confined spaces, so employees of both the Railroad and the Contractor do not endanger each other. • Excavation Work The Contractor must ensure that all employees comply with OSHA's Excavations regulations 29 CFR 1926, Subpart P. When required, the Contractor must prepare a shoring plan per the "Guidelines for Temporary Shoring". The Contractor shall conduct its work and where necessary have standard and case specific work procedures in accordance with the above regulations and guidelines. The procedures shall be reviewed before construction begins in or around an excavation and on a regular basis with the Railroad Representative. • Hazardous Chemicals In accordance with the Hazard Communication Standard (HCS) issued by the Occupational Safety and Health Administration (29 C.F.R. Part 1910.1200), the Railroad has developed and implemented its Hazard Communication Program. At the specific Railroad facilities where potentially hazardous chemicals may be present, the Railroad maintains a copy of its Hazard Communication Written Plan ("Written Plan") which, among other things, includes a list of the hazardous chemicals that may be present at the facility involved and the availability of Material Safety Data Sheets (MSDS). The Written Plan shall be provided to the Contractor prior to start of construction, which may be reviewed by any of its officers, employees and agents. The Contractor shall determine if the Work to be performed by Contractor under normal conditions or in a foreseeable emergency will expose the Contractor, its officers, employees or agents to any hazardous chemicals on Railroad property as listed in the Written Plan and if so shall (1) review the Written Plan for the specific facility involved, and (2) inform its officers, employees and agents of such hazardous chemicals. If requested by the Contractor, the Railroad will provide a copy of all applicable MSDS for review and understanding of potential hazards. 14802924\V-3 The HCS also requires that the parties to this Agreement exchange MSDS, as well as any additional information about precautionary measures necessary to protect both parties' employees where exposure may occur. The 14"Ni Contractor shall provide such information to the Railroad, its officers, employees and agents, before the Contractor uses any hazardous chemicals (as defined in the HCS) in, on or about any premises or facilities of the Railroad. In the event of a spill involving hazardous chemicals, the Contractor must immediately contact the Railroad Representative. • Asbestos The Contractor must ensure that all employees comply with OSHA's Asbestos regulations 29 CFR 1926.1101 when working with any materials known to contain asbestos. The Railroad shall inform the Contractor of any known asbestos contaminants in or near the Contractor's work zone(s). In the event the Contractor will be working with any materials known to contain asbestos, the Contractor shall have standard and case specific work procedures in accordance with the above regulations. • Lead The Contractor must ensure that all employees who are exposed to lead comply with OSHA's Lead regulations 29 CFR 1926,62. The Railroad shall inform the Contractor of any known lead contaminants in or near the Contractor's work zone(s). If there is a known existence of lead, the Contractor shall have work procedures in accordance with the above regulations that protects its employees and others from lead exposure. • Roadway Worker Protection The Contractor must ensure that its employees comply with the FRA's Roadway Worker Protection regulations as required by 49 CFR 214.343 when they are working within 25 feet of any live track unless a Railroad flagger is present to authorize movements or such employees are within a work zone and separated from such live track by a semi -permanent fence as provided for in the Construction Coordination Agreement. Written documentation of training and qualification must be carried by Contractor employees. In any situations where the regulations and *%Wo, the Construction Coordination Agreement are in conflict, the Contractor and the Railroad Representative shall develop safe workable solutions. The Contractor's work procedures shall comply with the above agreement and regulations. 2.0 Clothing The Contractor is responsible to ensure that all Contractor Employees 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, the Contractor Employees must wear: • Waist length shirts with sleeves. • Trousers that cover the entire leg. If flare -legged trousers are worn, the trouser bottoms must be tied to prevent catching. • Contractor Employees must not wear loose or ragged clothing, neckties, finger rings, or other loose jewelry while operating or working on machinery. 3.0 Personal Protective Equipment The Contractor shall require its Employees to wear personal protective equipment as specified by OSHA and Railroad rules and regulations. In particular, the protective equipment to be worn shall be: • Hard hat that meets the American National Standards Institute (ANSI) Z89.1 latest revision. Eye protection that R 14802924\V-3 meets the ANSI standard for occupational eye and face protection, Z87.1 latest revision. Additional eye protection must be provided to meet specific job situations such as welding, grinding, burning, etc. During fueling operations, splash goggles or face shield with safety glasses is required and face shield must be in the down position when standing directly behind the fuel nozzle. • Hearing protection that 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 Contractor Employees are within: 0 100 feet of a locomotive/Refrigeration Car or roadway/work equipment o 15 feet of power operated tools 0 150 feet of jet blowers or pile drivers 0 150 feet of retarders in use (when within 10 feet, Contractor Employees must wear dual ear protection plugs and muffs) Safety -toed footwear that conforms to the American National Standards Institute (ANSI) must be worn while on the job. Shoes must have a defined heel and no thin soled or canvas style shoes shall be worn. Other types of personal protective equipment, such as respirators, fall protection equipment, orange reflectorized vests, and face shields, must be worn as dictated by the working conditions or area the Contractor Employees are in. '%mi • Effective November 24, 2008, federal regulation (23 CFR 634) mandates that anyone working in the right-of-way of a federal -aid highway must be wearing high -visibility clothing that meets the requirements of ANSI / ISEA 107;2004 edition class 2 or 3. High -visibility clothing is defined to mean personal protective safety clothing that is intended to provide conspicuity during both daytime and nighttime usage. 4.0 On Track and Off Track Work Equipment It is the responsibility of the Contractor to ensure that all work equipment is in a safe condition to operate. There must be a written inspection process regarding regular periodic inspections for work equipment operated on Railroad property, including inspections mandated by FRA, AAR, OSHA and/or other government agencies. In addition to the inspection process there must be a written maintenance process that includes timelines regarding resolution of safety sensitive defects. If, in the opinion of the Railroad Representative, any of the Contractor's equipment is unsafe for use, the Contractor shall remove such equipment from the Railroad's property. As required for specialized construction equipment such as cranes and drill rigs, the Contractor must ensure that all operators and support personnel are property qualified and trained regarding operation of such equipment. Written documentation of training and qualification must be carried by Contractor employees. In addition: • The operators of all work equipment must be properly trained and competent in the safe operation of the equipment. Operators must be: o Familiar and comply with OSHA regulations on lockout/tagout of work equipment. y 148029241V-3 o If applicable to the work being performed, familiar and comply with FRA Regulation Title 49CFR214 Subpart D dealing with Roadway Maintenance Machine Safety. `i o If operating any equipment that moves railcars or any other rail -bound equipment, trained in and comply with the applicable air brake rules. • The operator's manual, which includes instructions for safe operation, must be kept with each machine. • All self-propelled equipment is equipped with fire extinguisher and audible back-up warning device. • Unless permitted under the Construction Coordination Agreement or otherwise authorized by the Railroad Representative, all unattended equipment is parked a minimum of 25 feet from any live track and minimum of 250 feet from any active road crossing. Before leaving any equipment unattended, the operator must stop the engine and properly secure the equipment against movement. • Cranes are equipped with three orange cones that will be used to mark the working area of the boom and load and the minimum clearances to overhead power lines. All overhead lines are considered to be high voltage. • All moves are well communicated by the Contractor and coordinated with other Contractor employees. Where moves transition between work zones or conflict with Railroad employee movements or operations, such moves shall be well communicated and coordinated with the Railroad Representative at the job site. Emergency signals to stop movements may be given by anyone. • No handbrakes are released on rolling equipment unless authorized by Railroad Representative. • No derails are applied or removed without Railroad Representative permission. • The Contractor shall provide its own Hazardous Energy Control (Lock-outlTag-out) procedures and devices to prevent injury to Railroad and Contractor Employees from unexpected energization, start-up, or release of stored power in machines with which they are working. • The Contractor shall comply with all requirements of the U.S. Occupational Safety and Health Administration (OSHA) Standard 29 CFR 1910.147 on controlling hazardous energy 5.0 Working Around Live Tracks (Red Zones) Track within an Absolute Work Zone is not considered live track except for tracks LD 101-104 and LD 105-108 which shall be operational for approximately 10-15 minutes every two (2) hours even when included in an Absolute Work Zone as further provided in the Construction Coordination Agreement. Prior to beginning work on live track the Contractor must coordinate with the Railroad Representative and a job -safety briefing must be conducted with the Railroad Representative. Engineering Department Contractors are governed by FRA Roadway Worker Protection regulations, referenced in 49CFR214, Subpart C, which requires some form of On -Track Safety prior to fouling any track. Red Zones are defined as that area within an arms length of the track, or any physical position, which places the employee in a life -threatening situation. The following two rules are key to Red Zone compliance. Alert to Train Movement Contractor Employees must expect the movement of trains, engines, cars or other moveable equipment at any time, on any track and in either direction. 10 14802924\V-3 Sufficient Distance Maintain a safe distance from equipment and DO NOT: • Cross or step foul of tracks closely in front of or behind moving equipment or close to the end of Railroad equipment. • Go between standing Railroad equipment if the opening is less than 100 feet. • Cross tracks in front of or behind standing Railroad equipment unless there is at least 20 feet between the employee and the equipment. 6.0 On -Track Safety The Contractor is responsible for compliance with the Federal Railroad Administrations Roadway Worker Protection regulations (49CFR214, Subpart C) and UPRRs On -Track Safety rules. Under 49CFR214, Subpart C, Contractors are responsible for the training and qualifications of their employees on these regulations. Contractor employees must have - documentation of their training and qualifications while on the work site. At a minimum, each Contractor employee must be trained as a [Roadway Worker]. In addition to the instructions contained in FRAs Roadway Worker Protection regulations, all Contractor employees must: • Maintain a distance of at least 25 feet to any live track, unless a Railroad flagger is present to authorize movements or such employees are within a work zone and separated from such live track by a semi -permanent fence as provided for in the Construction Coordination Agreement. • Wear an orange, reflectorized vest or similar orange, reflectorized workwear approved by the Railroad's Representative. (High visibility safety apparel must be worn when working adjacent to Federal highway) • Participate in a job briefing that will specify the type of On -Track Safety for the type of work being performed. Contractors must take special note of limits of track authority, which tracks may or may not be fouled, and clearing the track. They will also receive special instructions relating to the work zone around Railroad machines and minimum distances between Railroad machines while working and traveling. 7.0 Lockout / Tagout Procedures on Equipment The Contractor must be aware of and Contractor Employees must adhere to applicable State, Federal and Railroad rules and regulations on lockout/tagout. A. Lockout/Tagout Procedures During Work. Where practical, Contractor's equipment shall be serviced, maintained, adjusted or repaired clear of any live track. Follow these steps when servicing, maintaining, adjusting, or repairing equipment during the course of work when On -Track Safety has been established: 1. Notify the Railroad Representative and the equipment operators on both sides of your equipment that a lockout/tagout is in progress. Let them know where you are located and in which direction you are ,%w1 working, so they will know whether you are behind them or in front of them. 11 148029241V-3 2. Place 1 orange cone in the center of the track at least 15 feet from each end of your equipment. `ow, Note: Other equipment operators are required to stop when approaching an orange cone and may not proceed until it is removed. 3. Tagout the equipment according to the procedures in Section D. 4. After completing the maintenance or repair, promptly notify the Railroad Representative and all affected employees that you are discontinuing the lockout/tagout process. 5. Remove the cones and tags. B. Lockout/Tagout Procedures When Equipment Is Tied Up. When equipment is tied up on a track, follow these steps to service, maintain, adjust, or repair equipment: 1. Ensure that switches leading to the equipment have been lined against the track the equipment is on. • Ensure that switches are spiked, clamped, tagged, and locked to prevent movements onto that track. • If the switches cannot be locked, or if it is necessary to use part of the track for train or track car movements, you may protect equipment with a derail that is locked in the derailing position 150 feet or as conditions warrant in advance of the equipment. 2. Apply your scissors lock, personal padlock, and tag to these switches or derails. Note: The scissors ,*mope lock allows others working on equipment to place their personal padlocks and tags to ensure their own lockout/tagout protection. EXCEPTION: When equipment is tied up under the direct supervision of an employee in charge: • The employee in charge may provide protection as long as he or she can prevent any movements onto that track. • Before beginning work, the operator or mechanic must inform the employee in charge of the operator or mechanic's presence and request permission to work on the equipment. • The employee in charge must not release the limits or allow movements onto the track until he or she communicates with all affected employees to make sure they are in the clear. 3. Place 1 orange cone on each side of your equipment. EXCEPTION: If other equipment is within 15 feet, place the orange cones as far in advance of your equipment as possible. 4. Tagout the equipment according to the procedures in Section D. Note: If other employees are present, conduct a job briefing to discuss the lockout/tagout process being used. 5. After completing the maintenance or repair, promptly notify the employee in charge and all affected employees that you are discontinuing the lockout/tagout process. 12 148029241V-3 6. Remove the cones, tags, and locks. ,%✓ 7. When the last lock is removed, remove the scissors lock. C. General Tagout Procedures. Follow these steps to tagout equipment: 1. Apply the equipment's parking brake. 2. Test the brake to make sure it holds the equipment in position. If the brake does not hold, or if you are not sure it will hold, block the equipment to prevent any unexpected movement. 3. Lower all hydraulic components to the ground or secure them with their locking devices. 4. Mechanically secure all equipment components in a safe condition. Note: Components must be mechanically locked or blocked to prevent any movement of the equipment or component, which could endanger workers in the area. 5. Shut down the equipment at the operator's controls. 6. Attach a "Do Not Operate" tag at the operator's controls for each worker. 7. Remove the key from the ignition switch of engine powered equipment such as welders, light plants, small compressors, etc. If the ignition key does not remove all electrical control sources, or if the `0 equipment does not have an ignition key switch, place the main battery switch in the OPEN position and secure the battery box. Attach a "Do Not Operate" tag. If the equipment does not have a battery disconnect switch, disconnect the battery leads and attach a "Do Not Operate" tag to the battery lead. Place as many tags as necessary to ensure that the equipment will not be started or energized unexpectedly. 8. Remove any sources of stored energy, including: • Electrical • Mechanical • Hydraulic • Pneumatic • Chemical • Thermal • Any other sources that may activate a component 9. Follow any special manufacturer procedures to ensure that the equipment is safe for performing maintenance or service. 10. Test the security of the tagout. If the equipment cannot be started and the components cannot be energized, you can start maintenance or service safely. 13 14802924\V-3 8.0 Railroad's Responsibility for Protecting Absolute Work Zones left/ As provided in the Construction Coordination Agreement, the Railroad flagger shall render all tracks within an Absolute Work Zone inaccessible to rail -mounted traffic at or beyond the point of connection with live track, so as to avoid inadvertent access into the Absolute Work Zone by the Railroad's trains, engines, cars or other moveable equipment. As limited by the Construction Coordination Agreement and all applicable agreements, should the Railroad be required to enter an Absolute Work Zone with trains, engines, cars or other moveable equipment, the Railroad shall notify and coordinate with the Contractor in advance. 8.1 Construction Activities near Live Tracks When Contractor's work occurs near live track requiring a coordinated stoppage of the Railroad's trains, engines, cars or other moveable equipment and personnel, the Contractor and the Railroad Representative shall communicate and coordinate to define all safe distances and space needed by the Contractor to perform its duties safely. 14 148029241V-3 EXHIBIT D TO ACCESS AND MAINTENANCE EASEMENT AGREEMENT Section HI.R. of the Formal Agreement R. DISPUTE RESOLUTION The Parties agree that any disputes among the Parties to this Formal Agreement arising out of or relating to this Formal Agreement (a "Dispute"), including, without limitation, all rights to receive payments from, or the benefits of performance by, another Party hereto inuring to a Party under or as a result of this Formal Agreement and all obligations to make payments or perform duties owed by a Party arising under or as a result of this Formal Agreement, shall be resolved exclusively as set out in this Section III.R. Disputes regarding either (a) design, engineering, construction methods, construction sequencing, operations or any other matters that involve or affect the functionality, safety or operation of the Davidson Yard, SWP/SH 121 or any of the other highways, roads, bridges or tracks referenced herein or (b) any Party's failure to provide, or interference with, UPRR's or the NTTA's right and ability to advance its construction activities during, with respect to UPRR, the UPRR Construction Period, or, with respect to the NTTA, during the NTTA Construction Period, pursuant to this Formal Agreement (the "Non - Arbitrable Disputes") shall be resolved solely by the procedures set forth in subsection III.R.1. and shall not be subject to mediation or arbitration, but shall instead, if not resolved under subsection III.R.1., be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties (as hereinafter defined). Except as provided in the following sentence, disputes regarding all other Disputes (the "Arbitrable DiMutes") shall be resolved by the procedures set forth in subsections III.R.1., 2., and 3. Notwithstanding anything to the contrary contained in this Section III.R. or otherwise in this Formal Agreement, TxDOT cannot agree, and does not agree, to final, exclusive, and binding arbitration and, consequently, a Dispute with TxDOT (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) shall under no circumstances be resolved by the procedures set forth in subsection III.R.3., but shall instead, if not resolved under subsection III.R.1., be resolved as provided in the penultimate sentence of subsection III.R.2. 1. Informal Resolution. If any Party believes a Dispute exists, that Party may notify all of the other Parties pursuant to the notice provisions of this Formal Agreement that a Dispute exists, and of the specific nature of the Dispute. For a period of 10 business days after receipt of such notice, all Parties shall negotiate in good faith to resolve the Dispute. If the negotiations are not successful, any Party may notify in writing the other Parties that the provisions of this Section III.R. shall be invoked (the "Resolution Start Notice"). The Resolution Start Notice shall include (a) a statement of such Party's position on the Dispute, (b) a 1-ftwol summary of the reasons supporting such Party's position and (c) a proposed resolution to such Dispute that would be satisfactory to such Party. Within 5 C-2-1 148160281V-5 business days from receipt of the Resolution Start Notice, each Party receiving such Resolution Start Notice shall either (i) notify the other Parties that it is not involved in or affected by such Dispute and will not participate in the resolution thereof or (ii) deliver to the other Parties a written response to the Dispute (a "Resolution Response Notice"). Each Resolution Response Notice shall include (x) a statement of such Party's position on the Dispute, (y) a summary of the reasons supporting such Party's position and (z) a proposed resolution of such Dispute that would be satisfactory to such Party. If a Party either notifies the other Parties that it is not involved in or affected by such Dispute or fails to issue a Resolution Response Notice within the applicable time period, such Party shall be excluded from the resolution process for such Dispute and the Party sending the Resolution Start Notice and the Parties timely delivering Resolution Response Notices shall be deemed to be the "Involved Parties" with respect to such Dispute, provided however that if any Involved Party gives written notice to the other Involved Parties within 15 business days after receipt of the Resolution Start Notice claiming that a Party desiring or deemed to be uninvolved in such Dispute is a necessary party to the resolution of such Dispute, such Party shall be deemed an Involved Party and shall participate in the resolution process. Each Party hereby designates the following senior executive of such Party (the "Designated Executive") and agrees that such Designated Executives shall have full authority to resolve such Dispute. The Designated Executive for UPRR shall be John Hovanec. The Designated Executive for NTTA shall be Rick Herrington. The Designated Executive for the City shall be Bryan Beck. The Designated Executive for TxDOT shall be Maribel Chavez. In the event any Designated Executive is no longer employed by the applicable Party or has undertaken a new position with such Party that does not include responsibilities related to this Formal Agreement, such Party shall designate a replacement, and deliver written notice of such replacement to the other Parties. Any Party may also replace its Designated Executive upon written notice to the other Parties. The Designated Executives shall immediately begin to communicate regarding the Dispute, including attendance at a personal meeting if requested by any other Designated Executive, and shall exercise good faith efforts to resolve the Dispute fairly and completely within 30 days from the date of the last Resolution Response Notice. If the Dispute has not been resolved within 30 days of the submission of such Dispute to the Designated Executives (or at any time after such submission, if any Involved Party believes that time is of the essence with respect to such Dispute and that the resolution process should be expedited), then any Involved Party may by written notice to the other Involved Parties refer the Dispute to the Chief Executive Officers (or persons having equivalent decision -making authority regardless of title) of the Involved Parties for their review and resolution. 2. Non -Binding Mediation. If the applicable Chief Executive Officers do not `'� resolve the Dispute within 20 days of submission to them, then any Involved SCH-1 14816028\V-5 Party may give written notice to the other Involved Parties of its intent to mediate the Dispute. If the Involved Parties do not agree upon a mediator within 20 days following the other Involved Parties' receipt of the notice of the intent to mediate, any Involved Party may refer the matter to the Austin office of the American Arbitration Association for non -binding mediation. The Designated Executives for the Involved Parties shall attend the mediation in person. The applicable Chief Executive Officers will not be required to attend the mediation in person, but will remain involved in the mediation process to consult with the Designated Executives. Subject to the availability of the mediator, any mediation shall be initiated within 30 days (or other mutually agreed time period) of the selection of the mediator, and the mediation process must be concluded within 45 days (or other mutually agreed time period) from the mediation start date. If such mediation is concluded without a resolution to the Dispute that is satisfactory to all of the Involved Parties, (a) if such Dispute is an Arbitrable Dispute, it shall be resolved pursuant to the procedures set forth in subsection III.R.3., or (b) if such Dispute is a Non -Arbitrable Dispute, it shall not be subject to the procedures set forth in such subsection III.R.3., but shall instead be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties. Notwithstanding the foregoing, any Dispute (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) in which TxDOT is an Involved Party shall not be �•�' subject to the procedures set forth in such subsection III.R.3., but instead the Party asserting the Dispute may seek to resolve the Dispute through either its exercise of any remedy or means available in law or equity or by the subsequent agreement of all of the Involved Parties. The costs and expenses of mediation, including compensation and expenses of the mediator, but excluding attorneys' fees incurred by any Party, shall be borne 50% by UPRR and 50% by the other Involved Parties, unless such Dispute is between the Project Partners, in which case each Project Partner shall bear an equal share of such costs, compensation and expenses. 3. Final, Exclusive and Binding Arbitration. Any Arbitrable Dispute that is not resolved consistent with the procedures in subsections III.R.1. and 2. and does not include TxDOT as an Involved Party shall be finally resolved by final, exclusive, and binding arbitration under this subsection III.R.3. Judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. (a) The arbitration process will be commenced by the initiating Party giving written notice to the other Involved Parties of its intention to arbitrate such Arbitrable Dispute (the "Arbitration Demand"). The Arbitration Demand specifically shall identify the questions to be submitted for arbitration. The other Involved Parties, within 10 business days after receipt of the 14"00' Arbitration Demand, shall submit a written response to the initiating Party SCH-1 14816028N-5 and the other Involved Parties that specifically responds to the questions identified in the Arbitration Demand and identifies any additional questions (which may include counterclaims or additional claims against the initiating Party arising under this Formal Agreement) to be submitted for arbitration in connection with such Arbitrable Dispute. The initiating Party, within 10 business days after receipt of the last of such response(s), shall deliver to each other Involved Party a written response that specifically responds to any new questions identified in such response(s). (b) Venue for the arbitration shall be as set out below, unless otherwise mutually agreed by the Involved Parties. Within 20 business days after the Arbitration Demand is made, UPRR shall choose one arbitrator and the Involved Party or Parties that are Project Partners will jointly designate one arbitrator (collectively, the "party arbitrators") and shall notify the other Involved Parties of such choice. Within 10 days after notice is served of their appointment by such Involved Parties, the two arbitrators so chosen will appoint a third arbitrator (the "Chairperson"). The three arbitrators are hereinafter referred to as the "Arbitration Panel". Disputes which primarily involve interpretations of the scope or nature of the Parties' legal rights and obligations under this Formal Agreement shall be determined by arbitrators who are practicing attorneys or retired judges having at least 10 years experience of involvement in the litigation or arbitration of public or commercial contract disputes. Disputes which **mow, primarily involve claims or defenses based on the nature of the construction to be performed pursuant to this Formal Agreement or the facts and circumstances surrounding the execution of such construction shall be determined by arbitrators who have at least 10 years experience of involvement in both large-scale rail transportation and large-scale highway transportation projects as either an officer or construction manager at a nationally recognized construction, construction management, or civil engineering firm that has not been employed by any of the Project Partners or UPRR during the past 5 years. If the selecting Involved Parties disagree about the type of arbitrators to be appointed for any Dispute, each such selecting Involved Party shall designate the type of arbitrator it deems appropriate and the party arbitrators shall select a Chairperson of the type they deem appropriate. The Chairperson shall preside over the Arbitration Panel. Any issue presented to the Arbitration Panel shall be decided by two or more of the arbitrators; provided, however, that in the event two or more panel members cannot reach agreement on any particular issue, the issue shall be decided by the Chairperson. If the two arbitrators so chosen are unable to select a Chairperson as provided above, the Chairperson shall be selected by a Judge of the United States Federal District Court sitting in Austin, upon a petition that forthwith shall be filed by the two arbitrators selected by the Involved Parties. Once the arbitration process has commenced and until it has concluded, the arbitrators shall not communicate ex parte with any of the Involved Parties or their SCH-1 14816028\V-5 representatives concerning the arbitration. The Arbitration Panel, when ,%n'` complete, shall meet forthwith with the Involved Parties in an initial hearing to discuss procedures and preliminary issues. (c) At the request of any Involved Party, or at the discretion of the Arbitration Panel, and consistent with the expedited nature of the arbitration procedure set forth in this Formal Agreement, the Arbitration Panel may direct the following discovery: (i) the production of documents and other information; (i i) the depositions of select witnesses identified by the Involved Parties; and (i i i) answers to written interrogatories or requests for admissions. (d) The Arbitration Panel may, in its discretion, apply the standards of Federal Rule of Civil Procedure 26 in order to resolve any disputes that may arise in connection with these discovery procedures. In addition, at the request of any Involved Party, the Arbitration Panel may enter such protective orders as are appropriate to protect trade secret, proprietary and confidential information. (e) The discovery and disclosure addressed in this Section III.R. shall be completed within 90 days after the initial hearing. If necessary to compel attendance of witnesses to provide testimony at depositions or at trial or to provide documents, any Involved Party or the Arbitration Panel may petition any court of competent jurisdiction to issue subpoenas compelling discovery. (f) The Arbitration Panel shall, with reasonable diligence (not to exceed 120 days after the initial hearing) conduct an evidentiary hearing, and such other proceedings as they deem appropriate, and complete those proceedings. The evidentiary hearing, and all other hearings, will be held after reasonable notice is given of the time and place to the Involved Parties. At the evidentiary hearing, each Involved Party will be permitted to present its case, witnesses and evidence, if any, in the presence of the other Involved Parties, and to conduct direct and cross-examination as the Arbitration Panel may decide is appropriate. Witnesses will testify under oath and the oath taken shall have the same effect as testifying before a court of competent jurisdiction. The Involved Parties may offer such evidence as is relevant and material to such Arbitrable Dispute and shall admit such evidence as the Arbitration Panel may deem necessary to an understanding and determination of such Dispute. Conformity to legal rules of evidence shall not be necessary; provided, however, that the SCH-1 14816028\V-5 Arbitration Panel may consider the requirements of the Federal Rules of 14N"'' Evidence in resolving issues that may arise concerning the admissibility of evidence. All evidence shall be taken in the presence of all of the arbitrators and all of the Involved Parties. A written transcript of the hearing may, at the request of any Involved Party, be made. If more than one Involved Party requests a transcript, the requesting Involved Parties shall split the cost. If one or more Involved Parties requests a transcript, it or they shall pay the cost but shall have no obligation to provide a copy to the other Involved Parties. Within 10 days after the close of the evidentiary hearing, each Involved Party shall have the right to submit a written brief setting forth such Involved Party's position. (g) A majority of the Arbitration Panel (or the Chairperson if a majority cannot be obtained) forthwith shall issue its arbitration decision, which shall be in writing and delivered to all Involved Parties, within 30 days after the deadline for submittal of written briefs, provided, that the Project Partners and UPRR acknowledge and agree that any damages awarded under these arbitration proceedings are and shall be expressly limited as provided in subsection III.P.13. of this Formal Agreement and all of the limitations and maximum amounts set forth in such subsection shall apply to any such awards regardless of any action or holdings to the contrary by the arbitrators therein. The Arbitration Panel shall interpret this Formal Agreement and shall follow the statutory and common law that applies to the Arbitrable Dispute. The Arbitration Panel is hereby expressly authorized to include interest on any amounts awarded accruing prior to the date of such award at the rate and on the terms provided for in subsection III.I.4. of this Formal Agreement. Nothing contained herein shall be deemed to give the Arbitration Panel any authority, power or right to change, modify, add to or subtract from any of the provisions of this Formal Agreement. The decision will state the reasons upon which it is based. The decision will be final and binding upon all of the Involved Parties, but shall not in any way affect the rights or obligations of the Parties which were not Involved Parties. The Involved Parties forthwith shall comply therewith. Judgment in any court of competent jurisdiction on the Arbitration Panel's decision and award may be entered on the request of any Involved Party or of the Arbitration Panel. Such judgment shall have the same effect as any other judgment entered by such court where venue is appropriate and there is jurisdiction over the Involved Parties and the subject matter of the Dispute. Payment of damages pursuant to the arbitration decision shall be made within 30 days after entry of the Arbitration Panel's decision, whether or not it has yet been reflected in a judgment of any such court. UPRR, the City and the NTTA each hereby expressly agrees that the Arbitration Panel shall have jurisdiction to render a decision as set forth in this Section III.R. and that a court shall have jurisdiction to enter a judgment on the Arbitration Panel's award and that neither the rendering of such award or the entry of judgment on such SCH-1 14616028\V-5 award are preempted under state or federal law, and UPRR, the City and 14%EWI the NTTA each expressly waives any defense to the Arbitration Panel rendering an award or the entry of judgment on such award based on state or federal preemption. (h) Unless otherwise ordered by the Arbitration Panel, each of the Involved Parties shall bear the costs of the arbitrator selected by it, its own attorneys fees, and its own other costs associated with the arbitration, and UPRR, on the one hand, and the other Involved Parties, on the other hand, shall each bear 50% of the fees and costs incurred in connection with the Chairperson, unless such Dispute is between the City and the NTTA in which case the City and NTTA will each bear 50% of such fees and costs incurred in connection with the Chairperson. The deadlines set forth in this subsection III.R.3. may be extended by the agreement of the Involved Parties, by the Arbitration Panel or at the request of any Involved Party upon a showing of good cause. The Arbitration Panel shall have the power and discretion, anything to the contrary in law or custom or contract notwithstanding, to award attorneys fees and costs in whole or in part to any Involved Party at any point in the proceedings pursuant to this Section III.R. of this Formal Agreement and/or if the Arbitration Panel determines that an Involved Party has acted in a dilatory manner, has proceeded in bad faith, or has caused unnecessary delay or needlessly increased the cost of the arbitration procedure. 4. Performance. Subject to the terms of subsection III.I.4, each of the Parties shall continue performance under this Formal Agreement during the process of resolving a Dispute, except to the extent that such performance is made commercially impracticable by reason of the existence of the Dispute. If it is contested that the ability to perform was made impracticable by the Dispute, that issue and damages relating thereto shall be decided by the Arbitration Panel in any evidentiary hearing and related proceedings. 5. Interim Relief. Notwithstanding the foregoing, any Party may resort to any court of competent jurisdiction to the extent reasonably necessary to (a) avoid expiration of a claim that might eventually be permitted, including claims seeking orders requiring compliance with this Section III.R., (b) obtain interim relief, including injunctive relief, to preserve the status quo or prevent irreparable harm, or (c) vindicate a Party's intellectual property rights, including, without limitation, the recovery of money damages for infringement or other misappropriation. 6. Confidentiality. The informal dispute resolution, mediation, and arbitration and all proceedings thereunder shall be confidential and, absent a court order or subpoena, no Party, nor any mediator, or arbitrator may disclose to any third party the existence, content (including communications, documents and pleadings), or results of any proceeding hereunder without the prior written consent of each Party. SCH-1 14816028\V-5 7. Choice of Law and Forum. The Parties hereby agree that Texas law will apply to any '""OW, Dispute, without giving effect to any conflict of law rules or other rules that might render such law inapplicable or unavailable. The Parties agree that all mediations and all arbitrations shall be conducted in Austin, Texas, except to the extent the Parties explicitly agree otherwise in writing. The Parties (except TxDOT) agree to sign all documents and to do all other things reasonably necessary to submit any such matter to arbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder. 8. Governing Rules. Unless otherwise agreed by the Parties at the time of such election, the rules governing mediation or arbitration shall be the Construction Industry Dispute Resolution Procedures of the American Arbitration Association. SCH-1 14816028\V-5 EXHIBIT A-9 APPROVED FORM OF ACCESS AND MAINTENANCE EASEMENT AGREEMENT BETWEEN RAILROAD AND CITY [follows this page] A-9-1 DAL:0567318/47205:18 51513 v 10 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. After Recording Return to: Locke Lord Bissell & Liddell LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201 Attention: Frank E. Stevenson II ACCESS AND MAINTENANCE EASEMENT AGREEMENT This Access and Maintenance Easement Agreement (this "Agreement") is executed as of 2009, by and between the CITY OF FORT WORTH, TEXAS, a Texas home -rule municipality (the "City" having an address of 1000 Throckmorton Street, Fort Worth, Texas 76102, and UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("UP"), having an address of 1400 Douglas Street - STOP 1580, Omaha, Nebraska 68179. The City and UP and their respective successors and assigns may be collectively referred to herein as the "Owners". RECITALS A. The City, UP, the Texas Department of Transportation, an agency of the State of Texas ("TxDOT"), and the North Texas Tollway Authority, a regional tollway authority and political subdivision of the State of Texas ("NTT A"), and, together with the City and TxDOT, the "Project Partners"), have entered into that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement dated as of September _, 2009 (as amended, the "Formal Agreement"), pursuant to which UP and the Project Partners established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 ("SWP/SH 121"). B. SWP/SH 121 includes the construction of a new Hulen Street bridge and related retaining walls that shall be located upon, over and across the Davidson Yard, which is owned and operated by the Grantor, followed by the demolition of the existing Hulen Street bridge located upon, over and across the Davidson Yard (the "Crossing Project"). The new Hulen Street Bridge is a grade separated overpass structure (sometimes herein called the "Structure") that will carry vehicular traffic traveling on Hulen Street crossing over the Grantor's tracks near the Grantor's Milepost 250. The area in which the Structure will be located (the "Crossing Area") is separately shown and legally described as Parcel No. 58E-PT2 on the Right -of -Way Plat prepared by Gorrondona & Associates, Inc., dated July 10, 2009 and attached as Exhibit A hereto. The substructures, bridge decks and main roadways of the Structure (the "Roadways") 14,,,E will be located in air rights parcels above the surface of the Crossing Area. The foundations, footings, piers and supports for the Roadways (collectively, the "Supports") will be located in air rights, surface and subsurface parcels upon, below and above the Crossing Area. C. Pursuant to that certain Grant of Permanent Easement for Highway Overpass between the 1*..i Owners of even date herewith (as amended from time to time, the "Permanent Overpass Easement"), UP has granted to the City certain permanent easements upon, above and below the surface areas of the Crossing Area for the installation, use, repair and maintenance of the Structure within the Crossing Area. D. As a part of the SWP/SH 121 project the City intends to install new City water lines and sewer lines and appurtenant manholes and related systems under the surface of Davidson Yard (the "Utility Work", and collectively with the Structure, the "Installations") to relocate, replace and expand existing City water and sewer lines and related facilities under Davidson Yard that interfere with SWP/SH 121 and will be abandoned upon completion of the Utility Work. The Utility Work will be located wholly within the boundaries of certain permanent easement areas within Davidson Yard (the "Utility Areas") as described in that certain Pipeline Crossing Easement Agreement (Water) and that certain Pipeline Crossing Easement Agreement (Sewer) between the City and UP, each of even date herewith (the "Permanent Utility Easements", and collectively with the Permanent Overpass Easement, the "Permanent Easements"). E. The Owners desire to enter into this Agreement in order to establish each Owner's respective rights and obligations with respect to the City's access to the Crossing Area and the Utility Areas for purposes of the maintenance, repair and restoration of the Installations following the initial construction and completion thereof in accordance with the Formal Agreement and that Construction Coordination Agreement dated as of September _, 2009 between the City, UP and NTTA (as amended from time to time, the "Construction Agreement"). AGREEMENTS n../ NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owners hereby agree as follows: 1. Access Easement. UP hereby grants to the City and its successors and assigns, for the use of the City, its successors and assigns and their respective contractors, subcontractors, agents, consultants and employees, an irrevocable, permanent non-exclusive easement to enter, from time to time and on reasonable notice, upon those portions of the Davidson Yard as may be reasonably designated by UP from time to time as staging and repair areas (the "Installation Work Areas") for the limited and express purpose of using such areas for maintaining, repairing and restoring the Structure (including the Roadways, the Supports, any Permitted Ancillary Improvements (as defined in the Permanent Overpass Easement) and the Utility Work in accordance with the terms of this Agreement and to obtain access to the Installation Work Areas from other property of the City or from another point of access and to traverse the Davidson Yard at such reasonable locations and times, and under such reasonable conditions, as may be designated from time to time by UP. UP will endeavor to designate Installation Work Areas that maximize the convenience, and minimize the cost, to the City in performing the required maintenance, repair and restoration work while eliminating or minimizing to the greatest extent any interference with normal operations in the Davidson Yard, provided that the Installation Work Areas will in any event be sufficient to permit performance of the required work on a commercially reasonable basis. Entry by the City onto the Installation Work Areas once the Installation Work Areas have been improved by UP for UP's railroad purposes, including, without limitation, the passage of trains, and passage at any time across the Davidson Yard will be subject to the following special conditions: (a) explosives or other highly flammable substances shall not be stored on the Installation Work Areas or elsewhere in the Davidson Yard without the prior written approval of UP; (b) at the request of UP, the City shall remove ..,,� from the Installation Work Areas and the Davidson Yard any employee of the City or any contractor or subcontractor of the City who fails to conform to the instructions of UP's designated representatives in connection with the work on the Installation Work Areas and the access across Davidson Yard, and any -2- 14617356\V-3 right of the City to work on the Installation Work Areas or to cross Davidson Yard shall be suspended �- until such removal has occurred; (c) UP reserves the right to temporarily suspend the right of entry granted to the City herein on such prior notice as is practicable under the circumstances if deemed necessary by UP's authorized representative for a period of time reasonably deemed necessary by such representative in order to maintain safety within the Davidson Yard or to prevent disruption of interstate commerce; (d) the City shall cause the City's contractor to comply with the terms and conditions contained in Exhibits B, B=1 and B-2 attached hereto as such terms and conditions may be reasonably updated from time to time by UP to reflect general changes in the nature of UP's operations and equipment, provided such changes do not materially impair the rights and benefits accruing to the City under this Agreement, and (e) before commencing any work pursuant to this Agreement on the Installation Work Areas or elsewhere in the Davidson Yard, the City will require its contractor to provide UP with a certificate issued by such contractor's insurance carrier providing the insurance coverages required pursuant to such Exhibit 13-1 (or such other coverages as may be hereafter customarily required by UP) in a policy which contains the following type of endorsement: "Union Pacific Railroad Company is named as additional insured with respect to all liabilities arising out of contractor's performance of any work on the property of the Union Pacific Railroad Company." 2. Conditions on Use, Maintenance and Repair. (a) The City agrees to maintain, repair and preserve the Installations in such condition and repair, including the repair or restoration of damage or destruction of the Installations resulting from casualty or any other cause, other than the negligence, acts or omissions of UP or its employees, agents or contractors, so as to enable UP to have and enjoy the benefits of all of its rights reserved upon, across and below the Crossing Area and the Utility Areas in connection with its railroad and related operations, as reserved in the Permanent Easements and as provided herein. The City shall pay any and all costs and expenses necessary for such maintenance, repair and preservation of the Installations, except to the extent attributable to the negligence, acts or omissions of UP or its employees, agents or contractors. (b) Whenever it shall be necessary to repair, restore or replace the Installations, such repaired, restored or replaced Installations shall be erected in the same location and on the same line, be of the same or superior design and size, and be comprised of the same or substantially similar material or better, and otherwise comply in all material respects with the original plans and specifications (or subsequently approved deviations therefrom) for the Installations, except to the extent that the City has obtained the prior written approval of UP to any material deviations from such plans and specifications, which approval shall not be unreasonably withheld so long as UP will be able to continue to conduct its operations on its Property in the same manner as existed prior to such repairs, restorations or replacements (but only to the extent such operations within the Crossing Area are consistent with the rights reserved by UP under the Permanent Overpass Easement) without any additional cost, expense or restriction to UP. (c) Any repairing, restoring or replacement done hereunder shall be performed timely and in a good and workmanlike manner, and shall be carried out subject to materially the same construction constraints, allowances and requirements as are set out in the Construction Agreement with respect to the initial installation of the Installations, taking into account (i) the nature of the repairs, restorations or replacements to be performed and (ii) the then -current configuration of Davidson Yard in the vicinity of the Crossing Area and Utility Areas and any changes in UP's railroad operations in Davidson Yard, but only to the extent such operations within the Crossing Area are consistent with the rights reserved by UP under the Permanent Overpass Easement (the "Agreed Constraints"). -3- 14817356W-3 (d) If the City shall neglect or refuse to maintain, repair or restore the Installations in accordance with the terms of this Agreement, and if the City does not commence to cure such failure within thirty (30) days after receipt of written notice from UP describing such failure and thereafter diligently and continuously prosecute such cure to completion, UP in its sole discretion may cause such damaged or destroyed elements to be repaired or restored (as applicable) to the condition (and solely to the condition) required to permit UP to continue its railroad and related operations fully and safely through the Crossing Area and to exercise all of its other rights reserved to UP under the Permanent Overpass Agreement and, in addition to any other remedy available to it by law, shall be entitled to recover from the City all costs and expenses reasonably incurred by UP in undertaking such repair or restoring. Notwithstanding the foregoing, if the passage of trains through the Crossing Area is blocked or endangered by the failure to so maintain, repair or restore the Installations, such 30-day period shall be reduced to five (5) business days after delivery of such written notice. (e) The parties shall comply with all Federal, state, and local laws, statutes, ordinances, rules, and regulations applicable to them with respect to this Agreement. 3. Arbitration. In the event of any dispute between the City and UP concerning (i) the sufficiency of the Installation Work Areas using the standards specified in Section 1 above, (ii) whether or not any proposed deviations from the original plans and specifications for the Installations are material, as specified in Section 2(b) above, or if UP's approval of any such deviations has been properly withheld under the standard set forth in such Section 2(b), (iii) whether or not the differences in the proposed construction constraints, allowances and requirements applicable to the repairing, restoring or replacement of the Installations from the construction constraints, allowances and requirements applicable to the initial installation of the Installations are appropriate under the standard set forth in Section 2(c) *,"move above, or (iv) whether or not the scope of UP's proposed repair and restoration of the Installations under Section 2(d) above exceeds the scope needed to permit UP to continue its railroad and related operations fully and safely through the Crossing Area, such a dispute (and only such a dispute) shall be resolved pursuant to the terms of Section III.R. of the Formal Agreement, a copy of which is attached hereto as Exhibit C attached hereto, as if such a dispute were a "Non -Arbitrable Dispute" as such term is defined in the Formal Agreement. 4. Ownership of Installations. The City and UP intend and agree that the Installations, and all other improvements installed, attached or constructed by the City in accordance with the Permanent Easements and this Agreement are, and at all times shall be, the sole and exclusive property of the City, whether or not the same shall be attached or -affixed to the real property of UP. 5. Covenants Run with Land. The benefits and burdens of the covenants herein contained shall annex to and be construed as covenants running with the Crossing Area and Utility Areas and shall bind the respective parties hereto and their respective successors and assigns. 6. Non -Waiver of Covenants. No covenant, restriction, condition, obligation or provision contained in this Agreement shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur. 7. Successors and Assigns. Each grantee of an Owner, and each subsequent grantee, by the acceptance of a deed of conveyance, and each purchaser under any contract for such deed of conveyance, accepts said deed or contract subject to all restrictions, conditions, covenants and easements, and the rights and powers created or reserved by this Agreement and shall be deemed to have agreed to perform `ol, all undertakings and to be bound by all agreements and covenants imposed on it by this Agreement. All rights, benefits and privileges of every character hereby granted, created, reserved or declared and all impositions and obligations hereby imposed shall be deemed and taken to be covenants running with the -4- 14817356\V-3 land, and shall bind any person having at any time any interest or estate in the Crossing Area and Utility `wl Areas, and shall inure to the benefit of such grantee or purchaser in like manner as though the provisions of this Agreement were recited and stipulated at length in each and every deed of conveyance or contract for conveyance. 8. Enforcement. Subject to Section 3, if the City or UP shall default in the payment or performance of any duty or obligation hereunder, which default shall continue for thirty (30) days after receipt of written notice of such default, the non -defaulting party shall have the right to .pursue all remedies available at law and equity, including claims for damages, which shall, without limitation, include reasonable attorney's fees and court costs. Notwithstanding the foregoing, but subject to Section 3, if a violation on the part of the City or UP of any of the restrictions, covenants, terms or conditions of this Agreement to be kept, observed or performed by it will, or is likely to, result in damages which are irreparable or impossible of ascertainment, then the other is hereby granted the right to prevent or remedy any such threatened or actual violation, or the further continuation of any such violation, as the case may be, by means of injunctive proceedings or other legal remedies. The various rights and remedies herein granted shall be in addition to all other rights and remedies that may be available. All said rights and remedies may be exercised either concurrently or consecutively or partly concurrently and partly consecutively, as the case may be. 9. Severability. If any term, provision, covenants, easement, agreement or condition in this Agreement shall be or be held invalid, whether in general or as to any particular situation or circumstance, the remainder of this Agreement and the applicability to any other situation or circumstance, as the case may be, shall not be invalidated or terminated hereby, but shall remain in full force and effect to all intents and purposes as though such invalid term, provision, covenant, easement, agreement or condition had never been. 10. Miscellaneous. (a) As used in this Agreement, the masculine shall mean the feminine or neuter and singular shall mean plural where the context requires to preserve the meaning of the appropriate provision. (b) This Agreement may be executed in counterparts and, once counterparts have been executed and delivered by each of the parties, this Agreement shall be effective. (c) This Agreement shall be governed and construed in conformity with the laws of the State of Texas, and the parties to this Agreement hereby agree that venue for any and all causes of action between the parties and arising under this Agreement shall be State District Court in Tarrant County, Texas. (d) Time is of the essence of this Agreement. (e) Nothing contained in this Agreement shall be deemed to be a gift or dedication of all or any part of the Crossing Area, the Utility Areas or the Davidson Yard to the public or for any public use, and this Agreement creates no rights in the public or in any other person or entity, except as expressly provided herein. (f) All notices to be provided under this Agreement shall be delivered personally or sent by a recognized overnight air courier service, addressed to such party at the addresses first ,%wool, shown above. A notice shall be deemed received by a party upon its personal delivery to that party, one business day after its deposit with a recognized overnight air courier service properly -5- 14817356\V-3 addressed to that party, or upon that party's actual receipt. Any party may change its notice �.� address by notifying the other parties at their then -current notice addresses. (g) Each party to this Agreement represents to the other that it is fully authorized to enter into this Agreement and to perform its obligations hereunder. (h) Notwithstanding that UP has granted the easements contained herein to the City without warranty of title and subject to all matters of record, the City accepts its interest in such easements with the express intention and expectation that it does so free from the adverse claims of any other person or entity other than those of UP as expressly reserved herein, and the City expressly asserts, claims, and hereby provides notice that its interest in and to such easements is and shall be open, adverse and hostile to any other person or entity that may now hold an ownership or other interest in the portions of Davidson Yard that are subject to such easements, or any other interest otherwise adverse to or in conflict with the such easements, other than UP as and to the extent expressly reserved herein. (i) This Agreement, the Permanent Easements and the Construction Agreement contain all the terms, conditions and covenants relating to the Installations, the Crossing Area and the Utility Areas, and no modifications, waiver, variations, or releases of the duties and obligations under this Agreement shall be binding unless made in writing and signed by the Owner to be charged thereby. [Signature Pages Follow] -6- 14817356\V-3 IN WITNESS WHEREOF, the parties have executed this Agreement in manner sufficient to bind as of the day and year first above written. UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By:_ Name: THE CITY OF FORT WORTH, TEXAS By: Name: Title: RECOMMENDED BY: By:_ Name: Title: APPROVED AS TO FORM: By:_ Nam( Title: 14817356\V-3 Signature Page to Access and Maintenance Easement Agreement THE STATE OF § COUNTY OF § This instrument was acknowledged before me the of COMPANY, a Delaware corporation, on behalf of said corporation. [PERSONALIZED SEAL] _ day of , 2009 by UNION PACIFIC RAILROAD Notary Public Signature THE STATE OF § COUNTY OF § This instrument was acknowledged before me the day of 2009 by of THE CITY OF FORT WORTH, TEXAS, a home -rule municipality of the State of Texas, on behalf of said municipality. Notary Public Signature [PERSONALIZED SEAL] Signature Page to Access and Maintenance Easement Agreement 14817356\V-3 EXHIBIT A DESCRIPTION OF CROSSING AREA [Legal Description of Parcel 58F Part 2] A-1 14817356'N-3 EXHIBIT B `"' TO ACCESS AND MAINTENANCE EASEMENT AGREEMENT Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING. a. Subject to the Agreed Constraints, as applicable, the City's contractor ("City Contractor") shall notify the designated representative of UP (the "UP Representative") at least 5 working days in advance of proposed performance of any work by City Contractor on the Davidson Yard pursuant to this Agreement in which any person or equipment will be within 25 feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within 25 feet of any track. No work of any kind shall be performed on the Davidson Yard pursuant to this Agreement, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within 25 feet of any of UP's track(s) at any time, for any reason, unless and until a UP flagman is provided to watch for trains. Upon receipt of such 5-day notice, UP Representative will determine and inform CITY Contractor whether a flagman need be present and whether City Contractor need implement any special protective or safety measures, consistent with the Agreed Constraints. If flagging or other special protective or safety measures are performed by UP, such services will be provided at City Contractor's expense with the understanding that if UP provides any flagging or other services, City Contractor shall not be relieved of any of its responsibilities or liabilities set forth herein. City Contractor shall promptly pay to UP all charges connected with such services within 30 days after presentation of a bill therefor. b. The rate of pay per hour for each man will be the prevailing hourly rate in effect for an eight hour day for the class of men used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement & UC, 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 on the day of execution of this Agreement. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays; two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between UP 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, City Contractor shall pay on the basis of the new rates and charges. C. Reimbursement to UP will be required covering the full eight hour day during which any flagman is furnished, unless he can be assigned to other UP 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 UP work. Reimbursement will also be required for any day not actually worked by said flagman following his assignment to work in connection with this Agreement for which UP is required to pay the flagman and which could not reasonably be avoided by UP by assignment of such flagman to other work, even though City Contractor may not be working during such time. Section 2. LIMITATION OF RIGHTS GRANTED. The foregoing grant of right is subject to the continuing right of UP to use and maintain its entire '"Moo' property including the right and power of UP to construct, maintain, repair, renew, use, operate, change, NO-B] 14817356\V-3 modify or relocate UP tracks, roadways, signal, communication, fiber optics, or other wirelines, pipelines I,AMOVe and other facilities upon, along or across any or all parts of the Davidson Yard, subject to the express limitations on UP's activities contained in the "Permanent Overpass Easement" (as such term is defined in this Agreement), all or any of which may be freely done at any time or times by UP without liability to City Contractor or to any other party for compensation or damages, except as otherwise provided in those Sections. Section 3. LIMITATION OF RIGHTS GRANTED. No work performed by City Contractor pursuant to this Agreement shall cause any interference with the constant, continuous and uninterrupted use of the tracks, property and facilities of UP, its lessees, contractors or others, except as otherwise contemplated by the Agreed Constraints, unless specifically permitted under this Agreement, or specifically authorized in advance by UP Representative (consistent with the terms of this Agreement and the Agreed Constraints). Nothing shall be done or suffered to be done by City Contractor at any time that would in any manner impair the safety thereof. When not in use, except as and to the extent contemplated by the Agreed Constraints, City Contractor's machinery and materials shall be kept at least 50 feet from the centerline of UP's nearest track, and there shall be no vehicular crossings of UP's tracks except at existing open public crossings, unless specifically authorized in advance by UP Representative. Section 4. MECHANIC'S LIENS. City Contractor shall pay in full all persons who perform labor or provide materials for the work by or at the direction of City Contractor pursuant to this Agreement. City 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 UP for any such work performed, and if any such lien shall be filed or recorded, '"Woo, City Contractor shall promptly pay, discharge or bond such lien. City Contractor shall indemnify and hold harmless UP from and against any such liens resulting from such work done, labor performed, or materials furnished on behalf of City Contractor. City Contractor further agrees in the event that an action to foreclose any such lien same shall be commenced, upon notice thereof being provided by UP, to defend the same free of cost, charge or expense to UP. Section 5. PROTECTION OF UTILITIES. a. Fiber optic cable and other utility systems may be buried on the Davidson Yard. Protection of the fiber optic cable and other utility systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. City Contractor shall telephone 1-800-336-9193 (a 24-hour, 7-day number for emergency calls) during normal business hours (7 A.M. to 9 P.M., CST, Monday -Friday, except holidays) to determine if fiber optic cable or other utilities are buried anywhere on the Davidson Yard. If there are, City Contractor will telephone the telecommunications or utility company(ies) involved, arrange for a utility locator, make arrangements for relocation or other protection of the applicable utility, and will commence no work on the Davidson Yard until all such protection or relocation has been accomplished. b. In addition to other indemnity provisions in this Agreement, to the extent allowable at law as to City Contractor, City Contractor shall indemnify and hold UP 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 City Contractor, its agents and/or employees, to the extent (and in the proportion) it causes or contributes to (1) any damage to or destruction of any 14"0011 telecommunications or utility system on the Davidson Yard, and/or (2) any injury to or death of any RIN 14817356\V-3 person employed by or on behalf of any telecommunications or utility company, and/or City Contractor, or their respective agents and/or employees, on the Davidson Yard. Section 6. COMPLIANCE WITH LAWS. In the prosecution of the work on the Davidson Yard, City 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. City Contractor shall use only such methods as are consistent with safety, both as concerns City Contractor, City Contractor's agents and employees, the officers, agents, employees and property of UP and the public in general. City Contractor (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts and regulations. All applicable Federal Railroad Administration regulations shall be followed when work is performed on the Davidson Yard pursuant to this Agreement. If any failure by City Contractor to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against UP, City Contractor shall reimburse and, to the extent allowable at law as to City Contractor, indemnify UP for any such fine, penalty, cost, or charge, including without limitation attorneys' fees, court costs and expenses. City Contractor further agrees in the event of any such action, upon notice thereof being provided by UP, to defend such action free of cost, charge, or expense to UP. Section 7. SAFETY INSTRUCTIONS. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of work on the Davidson Yard pursuant to this Agreement. As reinforcement of the foregoing, the following special safety rules shall be followed: a. City Contractor shall keep those conditions and features of the Davidson Yard under the control of City Contractor free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the work to be performed by them pursuant to this Agreement. City Contractor shall have proper first aid supplies available on the job site so that prompt first aid services can be provided to any person that may be injured on the Davidson Yard. City Contractor shall promptly notify UP of any U.S. Occupational Safety and Health Administration reportable injuries occurring to any person that may arise during the work performed on the Davidson Yard pursuant to this Agreement. City Contractor shall have a non -delegable duty to control its employees while they are on the Davidson Yard to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug, narcotic or other substance that may inhibit the safe performance of work by the employee. b. The employees of City Contractor shall be suitably dressed to perform their duties on the Davidson Yard safely and in a manner that will not interfere with their vision, hearing or free use of their hands or feet. Only waist length shirts with sleeves and trousers that cover the entire leg are to be worn. If flare -legged trousers are worn, the trouser bottoms must be tied to prevent catching. The employees should wear sturdy and protective work boots and at least the following protective equipment: (1) Protective head gear that meets American National Standard-Z89.1-latest revision. It is suggested that all hardhats be affixed with City Contractor's or its subcontractor's company logo or name. (2) Eye protection that meets American National Standard for occupational and educational eye and face protection, Z87.1-latest revision. Additional eye protection :] 14817356W-3 must be provided to meet any applicable specific job situations such as welding, grinding, burning, etc.; and (3) Hearing protection which affords enough attenuation to give protection from noise levels that will be occurring on the job site. C. All heavy equipment provided or leased by City Contractor for use on the Davidson Yard shall be equipped with audible back-up warning devices. If in the opinion of UP Representative (consistent with the Agreement and the Agreed Constraints) any of City Contractor's or any of its subcontractors' equipment is unsafe for use on the Davidson Yard, City Contractor, at the request of UP Representative, shall promptly remove such equipment from the Davidson Yard. Section 8. INDEMNITY. a. As used in this Section, "UP" includes UP and other UP companies using the UP Property at or near the location of City Contractor's work and their officers, agents, and employees; and "Loss" means loss, damage, claims, demands, actions, causes of action, penalties, costs, and expenses of whatsoever nature, including court costs and reasonable attorneys' fees, which result from: (a) injury to or death of persons whomsoever (including UP's officers, agents, and employees, City Contractor's officers, agents, and employees, as well as any other person); and/or (b) damage to or loss or destruction of property whatsoever (including City Contractor's property, damage to the roadbeds, tracks, equipment, or other property of UP, or property in the City Contractor's care or custody). b. As a major inducement and in consideration of the rights of entry herein granted, City Contractor agrees, to the extent allowable at law, to indemnify and hold harmless UP from any Loss to the `o," extent (and in the proportion) it is due to or arises from the work performed under this Agreement, a breach of this Agreement (including the health and safety provisions herein) by City Contractor, any activity of City Contractor under this Agreement, or any omission or negligence arising out of performance or nonperformance of this Agreement by City Contractor. Notwithstanding the foregoing, City Contractor shall not be required to indemnify, defend and/or hold harmless UP from, and the foregoing indemnity shall not apply to, any pre-existing hazardous or toxic materials or contamination upon or underneath the UP Property that may be discovered as a result of City Contractor's work, testing or studies. C. City Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions brought by City Contractor's own employees. City Contractor waives any immunity it may have under worker's compensation or industrial insurance acts to indemnify UP under this Section 8. City 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 act or the Federal Employers' Liability Act against a party to this Agreement may be relied upon or used by either party in any attempt to assert liability against the other. Section 9. RESTORATION OF PROPERTY. In the event UP authorizes City Contractor to take down any fence of UP or in any manner move or disturb any of the other property of UP in connection with the work to be performed by City Contractor pursuant to this Agreement, then in that event City Contractor shall, as soon as possible and at City Contractor's sole expense, restore such fence and other property to the same condition as the same were N"M1001 in before such fence was taken down or such other property was moved or disturbed. City Contractor shall remove all of City Contractor's tools, equipment and materials from the Davidson Yard promptly 14817356\V-3 upon completion of the work, restoring the Davidson Yard to the same state and condition as when City 14"Mi Contractor entered thereon. Section 10. WAIVER OF BREACH. Waiver by UP of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by City Contractor shall in no way impair the right of UP to avail itself of any remedy for any subsequent breach thereof, and waiver by City Contractor of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by UP shall in no way impair the right of City Contractor to avail itself of any remedy for any subsequent breach thereof. Section 11. ASSIGNMENT -SUBCONTRACTING. City Contractor shall not assign this Agreement, or any interest herein, without the written consent of UP and any attempt to so assign without the written consent of UP shall be void; provided that City Contractor shall have the right to enter into subcontracts for the performance of the work on the condition that City Contractor is and shall remain responsible for all work of subcontractors and all work of subcontractors shall be governed by the terms of this Agreement. Section 12. TRAFFIC CONTROL. City Contractor shall be responsible for implementing such traffic control measures as UP reasonably shall deem necessary in connection with the operations of City Contractor on the roads and access ways within Davidson Yard, consistent with the Agreed Constraints, all at City Contractor's expense. IC 148173561V-3 EXHIBIT B-1 TO ACCESS AND MAINTENANCE EASEMENT AGREEMENT CITY CONTRACTOR INSURANCE REQUIREMENTS City Contractor shall, at its sole cost and expense, procure and maintain during the performance of any work on the Davidson Yard pursuant to this Agreement the following insurance coverage: (a) General Liability insurance providing bodily injury including death, personal injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. This insurance shall contain broad form contractual liability with a separate general aggregate for the project (ISO Form CG 25 03 or equivalent). Exclusions for explosion, collapse and underground hazard shall be removed. Coverage purchased on a claims made form shall provide for at least a two (2) year extended reporting or discovery period if (i) the coverage changes from a claims made form to an occurrence form, (ii) there is a lapse/cancellation of coverage, or (iii) the succeeding claims made policy retroactive date is different for the expiring policy. (b) Automobile Liability, insurance providing bodily injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim. This insurance shall cover all motor vehicles including hired and non -owned, and mobile equipment if excluded from coverage under the general public liability insurance. (c) Workers' Compensation insurance covering City Contractor's statutory liability under the workers' compensation laws of the state(s) affected by this agreement, and Employers' Liability. If such insurance will not cover the liability of City Contractor in states that require participation in state N%W01' workers' compensation fund, City Contractor shall comply with the laws of such states. If City Contractor is self -insured, evidence of state approval and excess workers' compensation coverage must be provided. 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 UP in the schedule as the alternate employer (or a substitute form providing equivalent coverage). (d) Railroad Protective Liability insurance naming UP as the insured with a combined single limit of $5,000,000 per occurrence with a $10,000,000 aggregate. The policy shall be broad form coverage for "Physical Damage to Property" (ISO occurrence Form CG 00 35 12 04 or equivalent) and include pollution arising out of fuels and lubricants brought to the job site (ISO Form CG 28 21 or equivalent). A binder of insurance for Railroad Protective Liability must be submitted to UP and the original policy or a certified duplicate original policy must be forwarded to UP when available. (e) Umbrella or Excess insurance. If City Contractor utilizes umbrella or excess policies, these policies must "follow form" and afford no less coverage than the primary policy. City Contractor's contractors and its insurers shall endorse the required insurance policy (ies) to waive their right of subrogation against UP. City Contractor and its insurers also waive their right of subrogation against UP for loss of its owned or leased property or property under its care, custody and control. City Contractor's insurance shall be primary with respect to any insurance carried by UP. The policy (ies) required under (a) and (b) above shall provide severability of interests. B-1-1 14817356\V-3 CONTRACTOR'S ROE 980204 Folder No.: All policy (ies) required above (except workers' compensation and employers liability) must include UP 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 UP as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage for UP's negligence whether sole or partial, active or passive, and shall not be limited by City Contractor's liability under the indemnity provisions of this Agreement. Prior to commencing the Work, City Contractor shall have its contractor furnish to UP certificate(s) of insurance evidencing the required coverage and endorsements and upon request, a certified duplicate original of any required policy. The certificate(s) shall contain a provision that obligates the insurance company (ies) issuing such policy (ies) to notify UP in writing of any material alteration including any change in the retroactive date in any "claims -made" policies or substantial reduction of aggregate limits, if such limits apply, or any cancellation at least thirty (30) days prior thereto. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this agreement, or (b) all punitive damages are prohibited by all states in which this agreement will be performed. The insurance policy (ies) shall be written by a reputable insurance company (ies) acceptable to UP or with a current Best's Insurance Guide Rating of A— and Class VII or better, and authorized to do business in Texas. The fact that insurance is obtained by City Contractor shall not be deemed to release or diminish the liability of City Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. B-1-2 14817356%V-3 EXHIBIT B-2 TO **Md ACCESS AND MAINTENANCE EASEMENT AGREEMENT Minimum Safety Requirements for City Contractors [follows] :_ Minimum Safety Requirements For Project Partner Contractors 1*4000, Table of Contents 1.0 General Safety Requirements 1.1 Regulatory Training Requirements 2.0 Clothing 3.0 Personal Protective Equipment 4.0 Equipment 5.0 Working Around Live Track Red Zones 6.0 On -Track Safety 7.0 Lockout / Tagout Procedures The Railroad is committed to providing the safest workplace possible for, not only our own 140001 employees, but also the Contractor's employees and its subcontractors' employees. Adherence to these minimum safety requirements, plus additional instructions at the job site, will help to ensure an injury -free project. The Railroad Representative is authorized to take any actions necessary to prevent injuries to any person, damage to Railroad property, disruption of Railroad operation, and the safety of the public. Reference is made to the Formal Agreement dated January 8, 2009, as amended by First Amendment to Formal Agreement dated May 19, 2009, a Second Amendment to Formal Agreement dated June 17, 2009, a Third Amendment to Formal Agreement dated August 20, 2009, a Fourth Amendment to Formal Agreement dated September 1, 2009 and a Fifth Amendment to Formal Agreement dated September _, 2009. Notwithstanding that the 4+4+4 Plan is designed to allow temporary track closures of groups of tracks to allow construction by the Project Partners' Contractors of the SWP Bridge and the construction of the new Hulen Street Bridge and demolition of the existing Hulen Street Bridge, these Minimum Safety Requirements are applicable to all activities of the Project Partners' Contractors and their subcontractors that are within Davidson Yard. *************************************************************************************************** 2 14802924\V-3 1.0 General Safety Ift'eoe Requirements Within the Davidson Yard The safety of personnel, property, rail operations, and the public is of paramount importance in execution of the work within the Davidson Yard pursuant to this Agreement. The terms Contractor and Contractor Employees as used in this document refer to all Employees of the Contractor as well as all Employees of any subcontractor that are engaged in any activities within the Davidson Yard. The Contractor shall have a Safety Representative on -site at all times, responsible for and to oversee all requirements contained herein and for coordination with the Railroad Representative. The Contractor shall be responsible for the safety of his workers and subcontractors in compliance with Federal, State, and Local Regulatory Agencies including but not limited to the Occupational Safety Health Administration and the Federal Railroad Administration. As reinforcement and in furtherance of overall safety measures to be observed by the Contractor (and not by way of limitation), the following special safety rules shall be followed: The Contractor shall keep those conditions and features of the job site under the control of Contractor free from safety and health hazards and ensure that its Contractor Employees are competent and properly trained in all safety and health aspects of the job. Specifically, the Contractor must ensure that: The Contractor shall have proper first aid supplies available on the job site and someone trained as a 1S` responder so that ,...O, prompt first aid services can be provided to any person that may be injured on the job site. The Railroad is promptly notified of any reportable injury (as defined by the U. S. Occupational Safety and Health Administration) to an employee that occurs during the performance of work at the job site. The Railroad is promptly notified of any damage to Railroad property. Contractor Employees do not use, be under the influence of, or have in their possession any alcoholic beverage or illegally obtained drug, narcotic, or other substance while on Railroad property. All waste generated by Contractor is properly disposed of in accordance with applicable federal and state regulations. No open fires are permitted on Railroad property. All Contractors vehicles must stop at all railroad crossings to ascertain the way is clear. Seat belts must be worn on vehicles and equipment so equipped. All Contractor vehicles and construction equipment / cranes, etc., must be equipped with an audible backup warning device, fire extinguisher and first -aid kit. 3 14802924\V-3 Headlights must be turned "on" when operating motor vehicles on Railroad property. It is permissible to turn headlights off when stopped on Railroad property at night to prevent "blinding" other personnel working in the same area. Always keep vehicles a safe distance away from the outside of the rail consistent with the distances and criteria established in the Construction Coordination Agreement between the Railroad, the City of Fort Worth and the North Texas Tollway Authority and the exhibits thereto, including the Constraints, Allowances and Requirements for Construction over the Davidson Yard (collectively, the "Construction Coordination Agreement"), and DO NOT park vehicles or equipment foul of a live railroad track. Contractor or Contractor Employees will notify Railroad Representative of any hazardous material spill observed in their work area. A Railroad Representative and the Contractor's Safety Representative will coordinate and establish a scheduled frequency to conduct job -safety briefings to be convened during the duration of the construction contract. The Railroad Representative will participate in or otherwise conduct a portion of the job -safety briefing in cooperation with the Contractor, and as so coordinated, may call a job -safety briefing at times other than the scheduled frequency. Contractor Employees will participate in and comply with all job -safety briefings. During these briefings, the Contractor and the Railroad Representative will specify safe work procedures, the potential hazards of the job, and Emergency Response Procedures. If any participant has any questions or concerns about the work, he/she must voice them during the job briefing. Additional job briefings will be conducted during the work as conditions, work procedures, or personnel change. Contractor and Contractor Employees must take every precaution to prevent injury to themselves, other employees, and the public. All excavations, holes and trenches are to be protected in accordance with regulatory requirements and the Contractor's established procedures to prevent injuries to other workers, Railroad employees or the public. The Contractor's Safety Representative and the Railroad Representative shall work together to address safety conditions and establish safe workable solutions based on site conditions. Contractor shall ensure that the Railroad policy of NO SMOKING on Railroad property is enforced. All Contractor and Contractor Employees must comply with the following safety procedures when working around any railroad track: Always be on the alert for moving equipment. Contractor Employees must always expect movement on any live track, at any time, in either direction. The Yard utilizes remove control locomotives (RLC) for moving cars. An engineer likely will not be in the cab. 14"000' Do not step or walk on the top of the rail, frog, switches, guardrails, or other track components. 4 14802924\V-3 In passing around the ends of standing cars, engines, roadway machines or work equipment, leave a minimum of 20 feet between yourself and the end of the equipment. Do not go between pieces of equipment on a live track if the opening is less than 100 feet as a minimum. Avoid walking or standing on a track unless authorized by the Railroad Representative. Before stepping over or crossing tracks, look in both directions first. Do not sit on, lie under, or cross between cars except as required in the performance of your duties and only when equipment has been protected against movement and authorized by the Railroad Representative. Do not leave tools or materials any closer to the track than permitted by the defined work zone and the Construction Coordination Agreement requirements. As it pertains to safety, for all Contractor work outside of an Absolute Work Zone, but within the Contractor's defined work zone, the Contractor and the Railroad shall coordinate and be aware of their respective adjacent activities. The Contractor's Safety Representative and the Railroad's Representative shall work together to identify any potential safety issues and develop any necessary safety awareness guidelines, action plans, or observation tools to aid respective employees in conducting themselves in a safe manner. These efforts shall be for the benefit of all parties and shall not unduly restrict either party from a productive work environment. All Contractor Employees shall comply with all Federal, State and local regulations concerning Workplace Safety. 1.1 Controlled Access Policy Railroad and Contractor have a mutual interest in providing a safe workplace for the existing employees of both Parties and in maintaining the integrity and security of Railroad's facilities. To help ensure this goal, Railroad has instituted a Controlled Access Policy. All persons seeking admission to Railroad property will apply (the "Applicants") for admission to the property. Contractor will conduct background investigations of Applicants prior to their admission to the Railroad property. Prior to any new or existing employee of Contractor working at or regularly visiting any Railroad facility, Contractors must register with the Railroad's approved risk assessment company. • Contractors must then present and secure Background Check Consent Forms from each of their employees who are, in the course of their duties, working on Railroad's property or facilities. • Any of Contractor's employees who refuse to provide consent to a background check will not be allowed to conduct work in Davidson Yard or on or near Union Pacific facilities. • Contractors will then submit SSNs of the individuals they employ who will require a photo identification badge (the "Identification Badge") to the Railroad's approved risk assessment company via the Website. 5 148029241V-3 • Contract employees ("Contractees") will then submit a photo of themselves and complete the program testing online via the Railroad's approved risk assessment company's Website. • The program testing requires "Security Awareness" and, in the following cases only when applicable to the type of service being provided by the Contractee, an "Engineering Safety Training Orientation and Test", a "Mechanical Safety Training Orientation and Test", and an "Automobile Load/Unload Contractor Safety Orientation Course". • After the Contractee satisfactorily completes the examination, a background investigation is automatically triggered. • The Railroad's approved risk assessment company program will then score the investigation to validate whether an individual meets all the criteria for the Railroad. • When a satisfactory score is rendered, the Railroad's approved risk assessment company will automatically print an Identification Badge authorizing access to Railroad property and mail the Identification Badge to the Contractor's business address for distribution to Contractee. • Contractee is responsible for wearing that badge and carrying another form of government -issued ID at all times when on Railroad property. • All communication regarding Contractor's employees should be addressed to: Bill Chandler Union Pacific Railroad Company - Safety Department 137 West 200 North Hyde Park, UT 84318 Phone (435) 563-8253Fax (435) 563-8295 E-mail: WLCHANDL@up.com ~� • Contractor shall be responsible for managing and recovering the Identification Badge from their employees who resign, retire or are terminated. • Railroad shall have the right to reject any candidate to the extent permitted by all applicable law. • To the extent that any portion of these requirements violate a law, ordinance, statute, or regulation that portion shall be ignored and applicant shall comply with all remaining portions of the application process. It is expected that Contractor will be primarily responsible for enforcement of this program; however, both Railroad and the Federal Railroad Administration will be auditing for compliance. Should any Contractor be found out of compliance, any and all fines or penalties incurred will be the sole obligation of Contractor. 1.2 Regulatory Training Requirements Railroad insists on 100% training compliance that is required by all Federal, State and Local Safety Regulations applicable to the NTTA or City in the performance of the work. Contractors must be aware of, understand and comply with ALL Federal, State and Local Workplace Safety Regulations applicable to the NTTA or the City in the performance of the Work, including, but not limited to, the following: • Fall Protection ,%w/ The Contractor must ensure that its employees comply with fall protection requirements contained in: rn 148029241V-3 • OSHA's Fall Protection regulations 29 CFR 1926, Subpart M when working on elevated structures. `oe The Contractor shall conduct its work and where necessary have standard and case specific work procedures in accordance with the above regulations. The procedures shall be reviewed before construction begins and on a regular basis, with the Railroad Representative. • Confined Spaces The Contractor must ensure that its employees comply with OSHA's Confined Space regulations 29 CFR 1910.146. The Contractor shall conduct its work and where necessary have standard and case specific confined space work procedures in accordance with these regulations and shall review these procedures with the Railroad Representative. Examples of confined spaces on railroads are: • Sanitary and storm sewer systems • Underground utility vaults • Pipe/utility tunnels • Pits In addition, the Contractor must: • Obtain any available information regarding permit -required confined space hazards and entry operations from the Railroad Representative. • Coordinate entry operations with the Railroad Representative, when both Railroad's employees and Contractor personnel will be working in or near the permit -required confined spaces, so employees of 1"W/ both the Railroad and the Contractor do not endanger each other. • Excavation Work The Contractor must ensure that all employees comply with OSHA's Excavations regulations 29 CFR 1926, Subpart P. When required, the Contractor must prepare a shoring plan per the "Guidelines for Temporary Shoring". The Contractor shall conduct its work and where necessary have standard and case specific work procedures in accordance with the above regulations and guidelines. The procedures shall be reviewed before construction begins in or around an excavation and on a regular basis with the Railroad Representative. • Hazardous Chemicals In accordance with the Hazard Communication Standard (HCS) issued by the Occupational Safety and Health Administration (29 C.F.R. Part 1910.1200), the Railroad has developed and implemented its Hazard Communication Program. At the specific Railroad facilities where potentially hazardous chemicals may be present, the Railroad maintains a copy of its Hazard Communication Written Plan ("Written Plan") which, among other things, includes a list of the hazardous chemicals that may be present at the facility involved and the availability of Material Safety Data Sheets (MSDS). The Written Plan shall be provided to the Contractor prior to start of construction, which may be reviewed by any of its officers, employees and agents. The Contractor shall determine if the Work to be performed by Contractor under normal conditions or in a foreseeable emergency will expose the Contractor, its officers, employees or agents to any hazardous chemicals on Railroad property as listed in the Written Plan and if so shall (1) review the Written Plan for the specific facility involved, and (2) inform its officers, employees and agents of such hazardous chemicals. If requested by the Contractor, the Railroad will provide a copy of all applicable MSDS for review and understanding of potential hazards. 7 148029241V-3 The HCS also requires that the parties to this Agreement exchange MSDS, as well as any additional information about precautionary measures necessary to protect both parties' employees where exposure may occur. The ,*Move Contractor shall provide such information to the Railroad, its officers, employees and agents, before the Contractor uses any hazardous chemicals (as defined in the HCS) in, on or about any premises or facilities of the Railroad. In the event of a spill involving hazardous chemicals, the Contractor must immediately contact the Railroad Representative. • Asbestos The Contractor must ensure that all employees comply with OSHA's Asbestos regulations 29 CFR 1926.1101 when working with any materials known to contain asbestos. The Railroad shall inform the Contractor of any known asbestos contaminants in or near the Contractor's work zone(s). In the event the Contractor will be working with any materials known to contain asbestos, the Contractor shall have standard and case specific work procedures in accordance with the above regulations. • Lead The Contractor must ensure that all employees who are exposed to lead comply with OSHA's Lead regulations 29 CFR 1926.62. The Railroad shall inform the Contractor of any known lead contaminants in or near the Contractor's work zone(s). If there is a known existence of lead, the Contractor shall have work procedures in accordance with the above regulations that protects its employees and others from lead exposure. Roadway Worker Protection The Contractor must ensure that its employees comply with the FRA's Roadway Worker Protection regulations as required by 49 CFR 214.343 when they are working within 25 feet of any live track unless a Railroad flagger is present to authorize movements or such employees are within a work zone and separated from such live track by a semi -permanent fence as provided for in the Construction Coordination Agreement. Written documentation of training and qualification must be carried by Contractor employees. In any situations where the regulations and the Construction Coordination Agreement are in conflict, the Contractor and the Railroad Representative shall develop safe workable solutions. The Contractor's work procedures shall comply with the above agreement and regulations. 2.0 Clothing The Contractor is responsible to ensure that all Contractor Employees 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, the Contractor Employees must wear: • Waist length shirts with sleeves. • Trousers that cover the entire leg. If flare -legged trousers are worn, the trouser bottoms must be tied to prevent catching. • Contractor Employees must not wear loose or ragged clothing, neckties, finger rings, or other loose jewelry while operating or working on machinery. 3.0 Personal Protective Equipment The Contractor shall require its Employees to wear personal protective equipment as specified by OSHA and Railroad rules and regulations. In particular, the protective equipment to be worn shall be: • Hard hat that meets the American National Standards Institute (ANSI) Z89.1 latest revision. Eye protection that M 148029241V-3 meets the ANSI standard for occupational eye and face protection, Z87.1 latest revision. Additional eye protection must be provided to meet specific job situations such as welding, grinding, burning, etc. During fueling operations, splash goggles or face shield with safety glasses is required and face shield must be in the down position when standing directly behind the fuel nozzle. • Hearing protection that 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 Contractor Employees are within: 0 100 feet of a locomotive/Refrigeration Car or roadway/work equipment 0 15 feet of power operated tools 0 150 feet of jet blowers or pile drivers o 150 feet of retarders in use (when within 10 feet, Contractor Employees must wear dual ear protection plugs and muffs) Safety -toed footwear that conforms to the American National Standards Institute (ANSI) must be worn while on the job. Shoes must have a defined heel and no thin soled or canvas style shoes shall be worn. Other types of personal protective equipment, such as respirators, fall protection equipment, orange reflectorized vests, and face shields, must be worn as dictated by the working conditions or area the Contractor Employees are in. • Effective November 24, 2008, federal regulation (23 CFR 634) mandates that anyone working in the right-of-way of a federal -aid highway must be wearing high -visibility clothing that meets the requirements of ANSI / ISEA 107;2004 edition class 2 or 3. High -visibility clothing is defined to mean personal protective safety clothing that is intended to provide conspicuity during both daytime and nighttime usage. 4.0 On Track and Off Track Work Equipment It is the responsibility of the Contractor to ensure that all work equipment is in a safe condition to operate. There must be a written inspection process regarding regular periodic inspections for work equipment operated on Railroad property, including inspections mandated by FRA, AAR, OSHA and/or other government agencies. In addition to the inspection process there must be a written maintenance process that includes timelines regarding resolution of safety sensitive defects. If, in the opinion of the Railroad Representative, any of the Contractor's equipment is unsafe for use, the Contractor shall remove such equipment from the Railroad's property. As required for specialized construction equipment such as cranes and drill rigs, the Contractor must ensure that all operators and support personnel are property qualified and trained regarding operation of such equipment. Written documentation of training and qualification must be carried by Contractor employees. In addition: • The operators of all work equipment must be properly trained and competent in the safe operation of the equipment. Operators must be: o Familiar and comply with OSHA regulations on lockoudtagout of work equipment. 0 14802924\V-3 o If applicable to the work being performed, familiar and comply with FRA Regulation Title 49CFR214 Subpart D dealing with Roadway Maintenance Machine Safety. ,%+ol o If operating any equipment that moves railcars or any other rail -bound equipment, trained in and comply with the applicable air brake rules. • The operator's manual, which includes instructions for safe operation, must be kept with each machine. • All self-propelled equipment is equipped with fire extinguisher and audible back-up warning device. • Unless permitted under the Construction Coordination Agreement or otherwise authorized by the Railroad Representative, all unattended equipment is parked a minimum of 25 feet from any live track and minimum of 250 feet from any active road crossing. Before leaving any equipment unattended, the operator must stop the engine and properly secure the equipment against movement. • Cranes are equipped with three orange cones that will be used to mark the working area of the boom and load and the minimum clearances to overhead power lines. All overhead lines are considered to be high voltage. • All moves are well communicated by the Contractor and coordinated with other Contractor employees. Where moves transition between work zones or conflict with Railroad employee movements or operations, such moves shall be well communicated and coordinated with the Railroad Representative at the job site. Emergency signals to stop movements may be given by anyone. • No handbrakes are released on rolling equipment unless authorized by Railroad Representative. • No derails are applied or removed without Railroad Representative permission. • The Contractor shall provide its own Hazardous Energy Control (Lock-out/Tag-out) procedures and devices to prevent injury to Railroad and Contractor Employees from unexpected energization, start-up, or release of stored power in machines with which they are working. • The Contractor shall comply with all requirements of the U.S. Occupational Safety and Health Administration (OSHA) Standard 29 CFR 1910.147 on controlling hazardous energy 5.0 Working Around Live Tracks (Red Zones) Track within an Absolute Work Zone is not considered live track except for tracks LD 101-104 and LD 105-108 which shall be operational for approximately 10-15 minutes every two (2) hours even when included in an Absolute Work Zone as further provided in the Construction Coordination Agreement. Prior to beginning work on live track the Contractor must coordinate with the Railroad Representative and a job -safety briefing must be conducted with the Railroad Representative. Engineering Department Contractors are governed by FRA Roadway Worker Protection regulations, referenced in 49CFR214, Subpart C, which requires some form of On -Track Safety prior to fouling any track. Red Zones are defined as that area within an arms length of the track, or any physical position, which places the employee in a life -threatening situation. The following two rules are key to Red Zone compliance. Alert to Train Movement Contractor Employees must expect the movement of trains, engines, cars or other moveable equipment at any time, on any track and in either direction. 10 148029241V-3 Sufficient Distance Maintain a safe distance from equipment and DO NOT: • Cross or step foul of tracks closely in front of or behind moving equipment or close to the end of Railroad equipment. • Go between standing Railroad equipment if the opening is less than 100 feet. • Cross tracks in front of or behind standing Railroad equipment unless there is at least 20 feet between the employee and the equipment. 6.0 On -Track Safety The Contractor is responsible for compliance with the Federal Railroad Administrations Roadway Worker Protection regulations (49CFR214, Subpart C) and UPRRs On -Track Safety rules. Under 49CFR214, Subpart C, Contractors are responsible for the training and qualifications of their employees on these regulations. Contractor employees must have documentation of their training and qualifications while on the work site. _At a minimum, each Contractor employee must be trained as a [Roadway Worker]. In addition to the instructions contained in FRAs Roadway Worker Protection regulations, all Contractor employees must: • Maintain a distance of at least 25 feet to any live track, unless a Railroad flagger is present to authorize movements v../ or such employees are within a work zone and separated from such live track by a semi -permanent fence as provided for in the Construction Coordination Agreement. • Wear an orange, reflectorized vest or similar orange, reflectorized workwear approved by the Railroad's Representative. (High visibility safety apparel must be worn when working adjacent to Federal highway) • Participate in a job briefing that will specify the type of On -Track Safety for the type of work being performed. Contractors must take special note of limits of track authority, which tracks may or may not be fouled, and clearing the track. They will also receive special instructions relating to the work zone around Railroad machines and minimum distances between Railroad machines while working and traveling. 7.0 Lockout / Tagout Procedures on Equipment The Contractor must be aware of and Contractor Employees must adhere to applicable State, Federal and Railroad rules and regulations on lockout/tagout. A. Lockout/Tagout Procedures During Work. Where practical, Contractor's equipment shall be serviced, maintained, adjusted or repaired clear of any live track. Follow these steps when servicing, maintaining, adjusting, or repairing equipment during the course of work when On -Track Safety has been established: 1. Notify the Railroad Representative and the equipment operators on both sides of your equipment that a lockout/tagout is in progress. Let them know where you are located and in which direction you are working, so they will know whether you are behind them or in front of them. 11 148029241V-3 2. Place 1 orange cone in the center of the track at least 15 feet from each end of your equipment. ***M/ Note: Other equipment operators are required to stop when approaching an orange cone and may not proceed until it is removed. 3. Tagout the equipment according to the procedures in Section D. 4. After completing the maintenance or repair, promptly notify the Railroad Representative and all affected employees that you are discontinuing the lockout/tagout process. 5. Remove the cones and tags. B. Lockout/Tagout Procedures When Equipment Is Tied Up. When equipment is tied up on a track, follow these steps to service, maintain, adjust, or repair equipment: 1. Ensure that switches leading to the equipment have been lined against the track the equipment is on. • Ensure that switches are spiked, clamped, tagged, and locked to prevent movements onto that track. • If the switches cannot be locked, or if it is necessary to use part of the track for train or track car movements, you may protect equipment with a derail that is locked in the derailing position 150 feet or as conditions warrant in advance of the equipment. 2. Apply your scissors lock, personal padlock, and tag to these switches or derails. Note: The scissors ,%mole lock allows others working on equipment to place their personal padlocks and tags to ensure their own lockout/tagout protection. EXCEPTION: When equipment is tied up under the direct supervision of an employee in charge: • The employee in charge may provide protection as long as he or she can prevent any movements onto that track. • Before beginning work, the operator or mechanic must inform the employee in charge of the operator or mechanic's presence and request permission to work on the equipment. • The employee in charge must not release the limits or allow movements onto the track until he or she communicates with all affected employees to make sure they are in the clear. 3. Place I orange cone on each side of your equipment. EXCEPTION: If other equipment is within 15 feet, place the orange cones as far in advance of your equipment as possible. 4. Tagout the equipment according to the procedures in Section D. Note: If other employees are present, conduct a job briefing to discuss the lockout/tagout process being used. 5. After completing the maintenance or repair, promptly notify the employee in charge and all affected employees that you are discontinuing the lockout/tagout process. 12 148029241V-3 6. Remove the cones, tags, and locks. 14"001 7. When the last lock is removed, remove the scissors lock. C. General Tagout Procedures. Follow these steps to tagout equipment: 1. Apply the equipment's parking brake. 2. Test the brake to make sure it holds the equipment in position. If the brake does not hold, or if you are not sure it will hold, block the equipment to prevent any unexpected movement. 3. Lower all hydraulic components to the ground or secure them with their locking devices. 4. Mechanically secure all equipment components in a safe condition. Note: Components must be mechanically locked or blocked to prevent any movement of the equipment or component, which could endanger workers in the area. 5. Shut down the equipment at the operator's controls. 6. Attach a "Do Not Operate" tag at the operator's controls for each worker. 7. Remove the key from the ignition switch of engine powered equipment such as welders, light plants, small compressors, etc. If the ignition key does not remove all electrical control sources, or if the equipment does not have an ignition key switch, place the main battery switch in the OPEN position and secure the battery box. Attach a "Do Not Operate" tag. If the equipment does not have a battery disconnect switch, disconnect the battery leads and attach a "Do Not Operate" tag to the battery lead. Place as many tags as necessary to ensure that the equipment will not be started or energized unexpectedly. S. Remove any sources of stored energy, including: • Electrical • Mechanical • Hydraulic • Pneumatic • Chemical • Thermal • Any other sources that may activate a component 9. Follow any special manufacturer procedures to ensure that the equipment is safe for performing maintenance or service. 10. Test the security of the tagout. If the equipment cannot be started and the components cannot be energized, you can start maintenance or service safely. 13 148029241V-3 8.0 Railroad's Responsibility for Protecting Absolute Work Zones As provided in the Construction Coordination Agreement, the Railroad flagger shall render all tracks within an Absolute `� Work Zone inaccessible to rail -mounted traffic at or beyond the point of connection with live track, so as to avoid inadvertent access into the Absolute Work Zone by the Railroad's trains, engines, cars or other moveable equipment. As limited by the Construction Coordination Agreement and all applicable agreements, should the Railroad be required to enter an Absolute Work Zone with trains, engines, cars or other moveable equipment, the Railroad shall notify and coordinate with the Contractor in advance. 8.1 Construction Activities near Live Tracks When Contractor's work occurs near live track requiring a coordinated stoppage of the Railroad's trains, engines, cars or other moveable equipment and personnel, the Contractor and the Railroad Representative shall communicate and coordinate to define all safe distances and space needed by the Contractor to perform its duties safely. 14 148029241V-3 EXHIBIT C TO ACCESS AND MAINTENANCE EASEMENT AGREEMENT Section III.R. of the Formal Agreement R. DISPUTE RESOLUTION The Parties agree that any disputes among the Parties to this Formal Agreement arising out of or relating to this Formal Agreement (a "Dispute"), including, without limitation, all rights to receive payments from, or the benefits of performance by, another Party hereto inuring to a Party under or as a result of this Formal Agreement and all obligations to make payments or perform duties owed by a Party arising under or as a result of this Formal Agreement, shall be resolved exclusively as set out in this Section III.R. Disputes regarding either (a) design, engineering, construction methods, construction sequencing, operations or any other matters that involve or affect the functionality, safety or operation of the Davidson Yard, SWP/SH 121 or any of the other highways, roads, bridges or tracks referenced herein or (b) any Party's failure to provide, or interference with, UPRR's or the NTTA's right and ability to advance its construction activities during, with respect to UPRR, the UPRR Construction Period, or, with respect to the NTTA, during the NTTA Construction Period, pursuant to this Formal Agreement (the "Non - Arbitrable Disputes") shall be resolved solely by the procedures set forth in subsection III.R.1. and shall not be subject to mediation or arbitration, but shall instead, if not resolved under subsection III.R. I., be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties (as hereinafter defined). Except as provided in the following sentence, disputes regarding all other Disputes (the "Arbitrable Disputes") shall be resolved by the procedures set forth in subsections III.R.1., 2., and 3. Notwithstanding anything to the contrary contained in this Section III.R. or otherwise in this Formal Agreement, TxDOT cannot agree, and does not agree, to final, exclusive, and binding arbitration and, consequently, a Dispute with TxDOT (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) shall under no circumstances be resolved by the procedures set forth in subsection III.R.3., but shall instead, if not resolved under subsection III.R.1., be resolved as provided in the penultimate sentence of subsection III.R.2. 1. Informal Resolution. If any Party believes a Dispute exists, that Party may notify all of the other Parties pursuant to the notice provisions of this Formal Agreement that a Dispute exists, and of the specific nature of the Dispute. For a period of 10 business days after receipt of such notice, all Parties shall negotiate in good faith to resolve the Dispute. If the negotiations are not successful, any Party may notify in writing the other Parties that the provisions of this Section III.R. shall be invoked (the "Resolution Start Notice"). The Resolution Start Notice shall include (a) a statement of such Party's position on the Dispute, (b) a summary of the reasons supporting such Party's position and (c) a proposed resolution to such Dispute that .woe would be satisfactory to such Party. Within 5 business days from receipt of the Resolution Start Notice, each Party receiving such Resolution Start Notice shall either (i) notify the other Parties that it is not involved in or affected by such C Dispute and will not participate in the resolution thereof or (ii) deliver to the other ,%Mov, Parties a written response to the Dispute (a "Resolution Response Notice"). Each Resolution Response Notice shall include (x) a statement of such Party's position on the Dispute, (y) a summary of the reasons supporting such Party's position and (z) a proposed resolution of such Dispute that would be satisfactory to such Party. If a Party either notifies the other Parties that it is not involved in or affected by such Dispute or fails to issue a Resolution Response Notice within the applicable time period, such Party shall be excluded from the resolution process for such Dispute and the Party sending the Resolution Start Notice and the Parties timely delivering Resolution Response Notices shall be deemed to be the "Involved Parties" with respect to such Dispute, provided however that if any Involved Party gives written notice to the other Involved Parties within 15 business days after receipt of the Resolution Start Notice claiming that a Party desiring or deemed to be uninvolved in such Dispute is a necessary party to the resolution of such Dispute, such Party shall be deemed an Involved Party and shall participate in the resolution process. Each Party hereby designates the following senior executive of such Party (the "Designated Executive") and agrees that such Designated Executives shall have full authority to resolve such Dispute. The Designated Executive for UPRR shall be John Hovanec. The Designated Executive for NTTA shall be Rick Herrington. The Designated Executive for the City shall be Bryan Beck. The Designated Executive for TxDOT shall be Maribel Chavez. In the event any Designated Executive is no longer employed by the applicable Party or has undertaken a new position with such Party that does not include responsibilities related to this Formal Agreement, such Party shall designate a replacement, and deliver written notice of such replacement to the other Parties. Any Party may also replace its Designated Executive upon written notice to the other Parties. The Designated Executives shall immediately begin to communicate regarding the Dispute, including attendance at a personal meeting if requested by any other Designated Executive, and shall exercise good faith efforts to resolve the Dispute fairly and completely within 30 days from the date of the last Resolution Response Notice. If the Dispute has not been resolved within 30 days of the submission of such Dispute to the Designated Executives (or at any time after such submission, if any Involved Party believes that time is of the essence with respect to such Dispute and that the resolution process should be expedited), then any Involved Party may by written notice to the other Involved Parties refer the Dispute to the Chief Executive Officers (or persons having equivalent decision -making authority regardless of title) of the Involved Parties for their review and resolution. 2. Non -Binding Mediation. If the applicable Chief Executive Officers do not resolve the Dispute within 20 days of submission to them, then any Involved Party may give written notice to the other Involved Parties of its intent to mediate the Dispute. If the Involved Parties do not agree upon a mediator within 20 days following the other Involved Parties' receipt of the notice of the intent to mediate, any Involved Party may refer the matter to the Austin office of the American Arbitration Association for non -binding mediation. The Designated Executives for the Involved Parties shall attend the mediation in person. The applicable Chief C 14817356\V-3 Executive Officers will not be required to attend the mediation in person, but will 1*ftMW1 remain involved in the mediation process to consult with the Designated Executives. Subject to the availability of the mediator, any mediation shall be initiated within 30 days (or other mutually agreed time period) of the selection of the mediator, and the mediation process must be concluded within 45 days (or other mutually agreed time period) from the mediation start date. If such mediation is concluded without a resolution to the Dispute that is satisfactory to all of the Involved Parties, (a) if such Dispute is an Arbitrable Dispute, it shall be resolved pursuant to the procedures set forth in subsection III.R.3., or (b) if such Dispute is a Non -Arbitrable Dispute, it shall not be subject to the procedures set forth in such subsection III.R.3., but shall instead be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties. Notwithstanding the foregoing, any Dispute (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) in which TxDOT is an Involved Party shall not be subject to the procedures set forth in such subsection III.R.3., but instead the Party asserting the Dispute may seek to resolve the Dispute through either its exercise of any remedy or means available in law or equity or by the subsequent agreement of all of the Involved Parties. The costs and expenses of mediation, including compensation and expenses of the mediator, but excluding attorneys' fees incurred by any Party, shall be borne 50% by UPRR and 50% by the other Involved Parties, unless such Dispute is between the Project Partners, in which case each Project Partner shall bear an equal share of such costs, compensation and expenses. 3. Final, Exclusive and Binding Arbitration. Any Arbitrable Dispute that is not resolved consistent with the procedures in subsections III.R.1. and 2. and does not include TxDOT as an Involved Party shall be finally resolved by final, exclusive, and binding arbitration under this subsection III.R.3. Judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. (a) The arbitration process will be commenced by the initiating Parry giving written notice to the other Involved Parties of its intention to arbitrate such Arbitrable Dispute (the "Arbitration Demand"). The Arbitration Demand specifically shall identify the questions to be submitted for arbitration. The other Involved Parties, within 10 business days after receipt of the Arbitration Demand, shall submit a written response to the initiating Party and the other Involved Parties that specifically responds to the questions identified in the Arbitration Demand and identifies any additional questions (which may include counterclaims or additional claims against the initiating Party arising under this Formal Agreement) to be submitted for arbitration in connection with such Arbitrable Dispute. The initiating Party, within 10 business days after receipt of the last of such response(s), shall deliver to each other Involved Party a written response that specifically responds to any new questions identified in such response(s). C 14617356\V-3 (b) Venue for the arbitration shall be as set out below, unless otherwise mutually agreed by the Involved Parties. Within 20 business days after the Arbitration Demand is made, UPRR shall choose one arbitrator and the Involved Party or Parties that are Project Partners will jointly designate one arbitrator (collectively, the "party arbitrators") and shall notify the other Involved Parties of such choice. Within 10 days after notice is served of their appointment by such Involved Parties, the two arbitrators so chosen will appoint a third arbitrator (the "Chairperson"). The three arbitrators are hereinafter referred to as the "Arbitration Panel". Disputes which primarily involve interpretations of the scope or nature of the Parties' legal rights and obligations under this Formal Agreement shall be determined by arbitrators who are practicing attorneys or retired judges having at least 10 years experience of involvement in the litigation or arbitration of public or commercial contract disputes. Disputes which primarily involve claims or defenses based on the nature of the construction to be performed pursuant to this Formal Agreement or the facts and circumstances surrounding the execution of such construction shall be determined by arbitrators who have at least 10 years experience of involvement in both large-scale rail transportation and large-scale highway transportation projects as either an officer or construction manager at a nationally recognized construction, construction management, or civil engineering firm that has not been employed by any of the Project Partners or UPRR during the past 5 years. If the selecting Involved Parties disagree ..i about the type of arbitrators to be appointed for any Dispute, each such selecting Involved Party shall designate the type of arbitrator it deems appropriate and the party arbitrators shall select a Chairperson of the type they deem appropriate. The Chairperson shall preside over the Arbitration Panel. Any issue presented to the Arbitration Panel shall be decided by two or more of the arbitrators; provided, however, that in the event two or more panel members cannot reach agreement on any particular issue, the issue shall be decided by the Chairperson. If the two arbitrators so chosen are unable to select a Chairperson as provided above, the Chairperson shall be selected by a Judge of the United States Federal District Court sitting in Austin, upon a petition that forthwith shall be filed by the two arbitrators selected by the Involved Parties. Once the arbitration process has commenced and until it has concluded, the arbitrators shall not communicate ex parte with any of the Involved Parties or their representatives concerning the arbitration. The Arbitration Panel, when complete, shall meet forthwith with the Involved Parties in an initial hearing to discuss procedures and preliminary issues. (c) At the request of any Involved Party, or at the discretion of the Arbitration Panel, and consistent with the expedited nature of the arbitration procedure set forth in this Formal Agreement, the Arbitration Panel may direct the following discovery: (i) the production of documents and other information; C 14817356\V-3 (ii) the depositions of select witnesses identified by the Involved Parties; and (iii) answers to written interrogatories or requests for admissions. (d) The Arbitration Panel may, in its discretion, apply the standards of Federal Rule of Civil Procedure 26 in order to resolve any disputes that may arise in connection with these discovery procedures. In addition, at the request of any Involved Party, the Arbitration Panel may enter such protective orders as are appropriate to protect trade secret, proprietary and confidential information. (e) The discovery and disclosure addressed in this Section III.R. shall be completed within 90 days after the initial hearing. If necessary to compel attendance of witnesses to provide testimony at depositions or at trial or to provide documents, any Involved Party or the Arbitration Panel may petition any court of competent jurisdiction to issue subpoenas compelling discovery. (f) The Arbitration Panel shall, with reasonable diligence (not to exceed 120 days after the initial hearing) conduct an evidentiary hearing, and such other proceedings as they deem appropriate, and complete those proceedings. The evidentiary hearing, and all other hearings, will be held after reasonable notice is given of the time and place to the Involved Parties. At the evidentiary hearing, each Involved Party will be permitted to present its case, witnesses and evidence, if any, in the presence of the other Involved Parties, and to conduct direct and cross-examination as the Arbitration Panel may decide is appropriate. Witnesses will testify under oath and the oath taken shall have the same effect as testifying before a court of competent jurisdiction. The Involved Parties may offer such evidence as is relevant and material to such Arbitrable Dispute and shall admit such evidence as the Arbitration Panel may deem necessary to an understanding and determination of such Dispute. Conformity to legal rules of evidence shall not be necessary; provided, however, that the Arbitration Panel may consider the requirements of the Federal Rules of Evidence in resolving issues that may arise concerning the admissibility of evidence. All evidence shall be taken in the presence of all of the arbitrators and all of the Involved Parties. A written transcript of the hearing may, at the request of any Involved Party, be made. If more than one Involved Party requests a transcript, the requesting Involved Parties shall split the cost. If one or more Involved Parties requests a transcript, it or they shall pay the cost but shall have no obligation to provide a copy to the other Involved Parties. Within 10 days after the close of the evidentiary hearing, each Involved Party shall have the right to submit a written brief setting forth such Involved Party's position. C 14817356\V.3 (g) A majority of the Arbitration Panel (or the Chairperson if a majority cannot �•.i be obtained) forthwith shall issue its arbitration decision, which shall be in writing and delivered to all Involved Parties, within 30 days after the deadline for submittal of written briefs, provided, that the Project Partners and UPRR acknowledge and agree that any damages awarded under these arbitration proceedings are and shall be expressly limited as provided in subsection III.P.13. of this Formal Agreement and all of the limitations and maximum amounts set forth in such subsection shall apply to any such awards regardless of any action or holdings to the contrary by the arbitrators therein. The Arbitration Panel shall interpret this Formal Agreement and shall follow the statutory and common law that applies to the Arbitrable Dispute. The Arbitration Panel is hereby expressly authorized to include interest on any amounts awarded accruing prior to the date of such award at the rate and on the terms provided for in subsection III.I.4. of this Formal Agreement. Nothing contained herein shall be deemed to give the Arbitration Panel any authority, power or right to change, modify, add to or subtract from any of the provisions of this Formal Agreement. The decision will state the reasons upon which it is based. The decision will be final and binding upon all of the Involved Parties, but shall not in any way affect the rights or obligations of the Parties which were not Involved Parties. The Involved Parties forthwith shall comply therewith. Judgment in any court of competent jurisdiction on the Arbitration Panel's decision and award may be entered on the ,"age request of any Involved Party or of the Arbitration Panel. Such judgment shall have the same effect as any other judgment entered by such court where venue is appropriate and there is jurisdiction over the Involved Parties and the subject matter of the Dispute. Payment of damages pursuant to the arbitration decision shall be made within 30 days after entry of the Arbitration Panel's decision, whether or not it has yet been reflected in a judgment of any such court. UPRR, the City and the NTTA each hereby expressly agrees that the Arbitration Panel shall have jurisdiction to render a decision as set forth in this Section III.R. and that a court shall have jurisdiction to enter a judgment on the Arbitration Panel's award and that neither the rendering of such award or the entry of judgment on such award are preempted under state or federal law, and UPRR, the City and the NTTA each expressly waives any defense to the Arbitration Panel rendering an award or the entry of judgment on such award based on state or federal preemption. (h) Unless otherwise ordered by the Arbitration Panel, each of the Involved Parties shall bear the costs of the arbitrator selected by it, its own attorneys fees, and its own other costs associated with the arbitration, and UPRR, on the one hand, and the other Involved Parties, on the other hand, shall each bear 50% of the fees and costs incurred in connection with the Chairperson, unless such Dispute is between the City and the NTTA in which case the ,*Sao*, City and NTTA will each bear 50% of such fees and costs incurred in connection with the Chairperson. The deadlines set forth in this subsection C 14817356\V-3 III.R.3. may be extended by the agreement of the Involved Parties, by the ,*ANWI Arbitration Panel or at the request of any Involved Party upon a showing of good cause. The Arbitration Panel shall have the power and discretion, anything to the contrary in law or custom or contract notwithstanding, to award attorneys fees and costs in whole or in part to any Involved Party at any point in the proceedings pursuant to this Section III.R. of this Formal Agreement and/or if the Arbitration Panel determines that an Involved Party has acted in a dilatory manner, has proceeded in bad faith, or has caused unnecessary delay or needlessly increased the cost of the arbitration procedure. 4. Performance. Subject to the terms of subsection III.I.4, each of the Parties shall continue performance under this Formal Agreement during the process of resolving a Dispute, except to the extent that such performance is made commercially impracticable by reason of the existence of the Dispute. If it is contested that the ability to perform was made impracticable by the Dispute, that issue and damages relating thereto shall be decided by the Arbitration Panel in any evidentiary hearing and related proceedings. 5. Interim Relief. Notwithstanding the foregoing, any Party may resort to any court of competent jurisdiction to the extent reasonably necessary to (a) avoid expiration of a claim that might eventually be permitted, including claims seeking orders requiring compliance with this Section III.R., (b) obtain interim relief, including injunctive *44800, relief, to preserve the status quo or prevent irreparable harm, or (c) vindicate a Party's intellectual property rights, including, without limitation, the recovery of money damages for infringement or other misappropriation. 6. Confidentiality. The informal dispute resolution, mediation, and arbitration and all proceedings thereunder shall be confidential and, absent a court order or subpoena, no Party, nor any mediator, or arbitrator may disclose to any third party the existence, content (including communications, documents and pleadings), or results of any proceeding hereunder without the prior written consent of each Party. 7. Choice of Law and Forum. The Parties hereby agree that Texas law will apply to any Dispute, without giving effect to any conflict of law rules or other rules that might render such law inapplicable or unavailable. The Parties agree that all mediations and all arbitrations shall be conducted in Austin, Texas, except to the extent the Parties explicitly agree otherwise in writing. The Parties (except TxDOT) agree to sign all documents and to do all other things reasonably necessary to submit any such matter to arbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder. 8. Governing Rules. Unless otherwise agreed by the Parties at the time of such election, ".Wor the rules governing mediation or arbitration shall be the Construction Industry Dispute Resolution Procedures of the American Arbitration Association. C 14817356NV-3 ,%Mor EXHIBIT A-10 APPROVED FORM OF RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT BETWEEN RAILROAD AND NTTA [follows this page] A-10-1 DAL:0567318/47205:1851513v 10 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. After Recording Return to: Locke Lord Bissell & Liddell LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201 Attention: Frank E. Stevenson II RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT This Retaining Wall Access and Maintenance Easement Agreement (this "Agreement") is executed as of , 2009, by and between the NORTH TEXAS TOLLWAY AUTHORITY, a regional tollway authority and political subdivision of the State of Texas ("NTTA"), having an address of 5900 West Plano Parkway, Suite 100, Plano, Texas 75026, Attention: Executive Director, and UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("UP" ), having an address of 1400 Douglas Street - STOP 1580, Omaha, Nebraska 68179. NTTA and UP and their respective successors and assigns may be collectively referred to herein as the "Owners". RECITALS A. NTTA, UP, the Texas Department of Transportation, an agency of the State of Texas ("TxDOT"), and the City of Fort Worth, Texas, a Texas home -rule municipality (the "City" and, together with NTTA and TxDOT, the "Project Partners"), have entered into that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement (the "Fifth Amendment") dated as of September _, 2009 (as amended, the "Formal Agreement"), pursuant to which UP and the Project Partners established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 ("SWP/SH 121"). B. Pursuant to the Formal Agreement, NTTA has agreed to construct and maintain (among other things) those certain retaining walls generally depicted on Exhibit A-1 attached hereto and made a part hereof called, respectively, the "MSE Wall SC", the "Vickery Wall", the "2-Tier Wall" and the "MSE Wall SA" (collectively, the "Retaining Walls"), all of which are located on real property owned by NTTA as part of the right-of-way for SWP/SH 121 (including the portions thereof acquired this day from UP) and are in relatively close proximity to adjoining property owned by UP commonly known as the Davidson Yard (herein so called). The Retaining Walls are needed due to the differences between the elevations required for SWP/SH 121 and the elevations required for UP's uses on adjoining portions of the Davidson Yard and are a part of the design, construction, operation and maintenance of Southwest Parkway/SH 121 (the "SWP/SH 121 Project"). C. In connection with the Formal Agreement, UP has agreed to grant to NTTA an 1%01" irrevocable permanent easement for drainage of water from SWP/SH 121 on, onto, over and across the property owned by UP more particularly described on Exhibit B attached hereto and incorporated herein (the "Drainage Easement Parcel"). D. The Owners desire to enter into this Agreement in order to establish each Owner's respective rights and obligations with respect to the maintenance, repair and restoration of the Retaining Walls, the Drainage Easement Parcel, the Drainage Systems (defined below) and the Water Runoff Systems (defined below) following the initial construction and completion thereof in accordance with the Formal Agreement and that Construction Coordination Agreement dated as of September _, 2009 between NTTA, UP and the City (as amended from time to time, the "Construction Agreement") AGREEMENTS NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owners hereby agree as follows: 1. MSE Wall SC. The MSE Wall SC will be constructed by NTTA in the locations specified- on, and otherwise substantially in accordance with, the Retaining Wall Layouts (the "Wall Plans") attached hereto as Exhibit A-2. The northerly east -west segment of the MSE Wall SC shall be located south of the adjoining Davidson Yard by the distances indicated on the Wall Plans. No portion of the MSE Wall SC (at, above or below finished grade) will extend onto the Davidson Yard. As part of the initial construction of the MSE Wall SC, NTTA will perform the required grading along the face of the MSE Wall SC and place the required backfill behind the MSE Wall SC. 14000e 2. Vickery Wall. The Vickery Wall will be constructed by NTTA during the early portion of the SWP/SH 121 Project as described in Schedule 4 to the Fifth Amendment (the "Early Project Work"), in the locations specified in, and otherwise substantially in accordance with, the Wall Plans attached hereto as Exhibit A-3. The face of the Vickery Wall will be located north of the adjoining Davidson Yard by the distances indicated on the Wall Plans. No portion of the Vickery Wall (at, above or below finished grade) will extend onto the Davidson Yard. NTTA shall be performing all initial excavation and grading around the Vickery Wall as part of its Early Project Work, and will be installing the temporary bracing needed for the existing Hulen Street Bridge as a result of such excavation. UP will perform additional grading when it installs the temporary alignment of North Mainline Bypass Tracks (as defined in the Formal Agreement). After NTTA demolishes the existing Hulen Street Bridge and removes the temporary bracing, UP shall realign the North Mainline Bypass Tracks and shall complete the grading as needed to install its Water Runoff Systems and access road adjacent to the North Mainline Bypass Tracks. 3. 2-Tier Wall. The 2-Tier Wall will be constructed by NTTA as a part of NTTA's Early Project Work in the locations specified in, and otherwise substantially in accordance with, the Wall Plans attached hereto as Exhibit A-4. The 2-Tier Wall will be located north of the adjoining Davidson Yard by the distances indicated on the Wall Plans. No portion of the 2-Tier Wall (at, above or below finished grade) will extend onto the Davidson Yard. As part of the initial construction of the 2-Tier Wall, NTTA will perform the initial excavation and grading along the face of the 2-Tier Wall to the extent needed for the construction of the 2-Tier Wall and NTTA will place the required backfill behind the 2-Tier Wall. As part of the Railroad Project (as defined in the Construction Agreement), UP shall perform the final excavation and grading along the face of the 2-Tier Wall needed for the completion of the Water Runoff Systems and/or the Railroad Project. -2- 147857591V-11 4. MSE Wall SA. The MSE Wall SA will be constructed by NTTA in the locations specified in, and otherwise substantially in accordance with, the Wall Plans attached hereto as Exhibit A- 5. The MSE Wall SA will be located north of the adjoining Davidson Yard by the distances indicated on the Wall Plans. No portion of the MSE Wall SA (at, above or below finished grade) will extend onto the Davidson Yard. As part of the initial construction of the Railroad Project, UP shall perform the initial grading and excavation along the face of the MSE Wall SA needed for the completion of the Water Runoff Systems and/or the Railroad Project. As part of the initial construction of the MSE Wall SA, NTTA will perform the finish excavation and grading along the face of the MSE Wall SA to the extent needed for the construction of the MSE Wall SA and will place the required backfill behind the MSE Wall SA. 5. Retaining Walls. The Owners acknowledge and agree that the preservation, repair and maintenance of the Retaining Walls is necessary for each of the Owners to use SWP/SH 121 and the adjoining areas of Davidson Yard, respectively, for their intended purposes and that the Retaining Walls shall be so preserved, repaired and maintained by NTTA at NTTA's sole cost and expense (except as otherwise provided herein) for the exclusive use and benefit of the respective Owners, and their respective successors and assigns, subject to the terms and conditions of this Agreement. UP shall not cause, permit, do or suffer to be done any excavation, construction, grading or other activity on the Davidson Yard that will or may impair the integrity or proper operation of such Retaining Walls (an "Impairment"), without making adequate provisions for the continued support and preservation of such Retaining Walls, which provisions shall be submitted to NTTA in advance and approved in writing by NTTA. 6. Drainage Easement. The Owners acknowledge and agree that a 36" reinforced concrete pipe along with a concrete headwall and related riprap at such pipe's intersection with UP's existing drainage ditch (collectively, "Drainage Systems") have been or shall be installed as part of the SWP/SH 121 Project on and under SWP/SH 121 and on and under the Drainage Easement Parcel by NTTA, at 14.ow, NTTA's sole cost and expense. The Drainage Systems facilitate the drainage of water from SWP/SH 121 on, onto, over and across the Drainage Easement Parcel and the Davidson Yard. UP hereby consents to such drainage of water on, onto, over and across the Drainage Easement Parcel and the Davidson Yard and hereby grants to NTTA and its successors and assigns, for the use of NTTA, its successors and assigns and their respective contractors, agents, consultants and employees, a permanent, irrevocable and exclusive easement for the construction, installation, maintenance, repair and replacement of the Drainage Systems upon, over and under the Drainage Easement Parcel and for the discharge of water on, onto, over and across the Drainage Easement Parcel, and UP hereby agrees to accept and redirect such water runoff onto the Davidson Yard as provided in Section 7 below. The Drainage Systems shall be constructed, installed, owned, operated, maintained and repaired by NTTA, and any and all costs and expenses associated with the ,construction, installation, ownership, operation, repair and maintenance of the Drainage Systems shall be paid for by NTTA (except as otherwise provided herein). UP shall not cause or permit any activity on the Davidson Yard or the Drainage Easement Parcel which will or may impair the integrity or proper operation of the Drainage Systems, the discharge of water on, onto, over and across the Drainage Easement Parcel, or the acceptance and transport of such water by the Water Runoff Systems (also an "Impairment"), without making adequate provisions for the continued operation and preservation of the Drainage Systems and Water Runoff Systems, which provisions shall be submitted to NTTA in advance and approved in writing by NTTA in its reasonable discretion. 7. Water Runoff Systems. The Owners acknowledge and agree that certain storm water ditches, culverts and/or pipes and related water disposition systems (collectively, "Water Runoff Systems") have been or shall be installed by UP, at UP's sole cost and expense (except as otherwise provided in the Formal Agreement), on the Davidson Yard, as a part of the Railroad Project. UP covenants and agrees that the Water Runoff Systems will permanently and irrevocably accept and redirect the water drained onto Davidson Yard by the Drainage Systems and other improved and unimproved -3 - 14785759\V-11 points of drainage (including surface runoff) along the common boundaries of the Properties (as hereinafter defined), provided that NITA shall not take any actions that could be reasonably expected to cause the outflow from the NITA Property (as hereinafter defined) onto the UP Property (as hereinafter defined) to increase, in any material respect, beyond the design capacities established in the current hydrology specifications for the SWP/SH 121 Project, which have been reviewed and approved by UP. The Water Runoff Systems shall be constructed, installed, owned, operated, maintained and repaired by UP and may be expanded or relocated or reconfigured by UP, provided that any such expansion, relocation or reconfiguration does not result in an Impairment or otherwise materially and adversely affect the rights of the NITA under this Agreement. Any and all costs and expenses associated with the construction, installation, ownership, operation, repair and maintenance of the Water Runoff Systems or their expansion, relocation or reconfiguration shall be paid for by UP (except as otherwise provided herein or as otherwise may be agreed to in the future if NITA elects to increase its outflow onto the UP Property beyond that permitted hereunder). Access Easements. (a) UP hereby grants to NITA and its successors and assigns, for the use of NITA, its successors and assigns and their respective contractors, subcontractors, agents, consultants and employees, an irrevocable, permanent non-exclusive easement to enter, from time to time and on reasonable notice, upon those portions of the Davidson Yard as may be reasonably designated by UP from time to time as staging and repair areas (the "NITA Wall Work Areas") for the limited and express purpose of using such areas for maintaining, repairing and restoring the Retaining Walls, the Drainage Systems and (when and to the extent authorized in Section 9(g)) the Water Runoff Systems in accordance with the terms of this Agreement and to obtain access to the NITA Wall Work Areas from other property of NITA or from another point of access and to traverse the Davidson Yard at such reasonable locations and times, and under such reasonable v conditions, as may be designated from time to time by UP. UP will endeavor to designate NITA Wall Work Areas that maximize the convenience, and minimize the cost, to NITA in performing the required maintenance, repair and restoration work while eliminating or minimizing to the greatest extent any interference with normal operations in the Davidson Yard, provided that the NITA Wall Work Areas will in any event be sufficient to permit performanceof the required work on a commercially reasonable basis. Entry by NITA onto the NITA Wall Work Areas once the NITA Wall Work Areas have been improved by UP for UP's railroad purposes, including, without limitation, the passage of trains, and passage at any time across the Davidson Yard will be subject to the following special conditions: (i) explosives or other highly flammable substances shall not be stored on the NITA Wall Work Areas or elsewhere in the Davidson Yard without the prior written approval of UP; (ii) at the request of UP, NITA shall remove from the NITA Wall Work Areas and the Davidson Yard any employee of NITA or any contractor or subcontractor of NITA who fails to conform to the instructions of UP's designated representatives in connection with the work on the NITA Wall Work Areas and the access across Davidson Yard, and any right of NITA to work on the NITA Wall Work Areas or to cross Davidson Yard shall be suspended until such removal has occurred; (iii) UP reserves the right to temporarily suspend the right of entry granted to NITA herein on such prior notice as is practicable under the circumstances if deemed necessary by UP's authorized representative for a period of time reasonably deemed necessary by such representative in order to maintain safety within the Davidson Yard or to prevent disruption of interstate commerce; (iv) NITA shall cause NTTA's contractor to comply with the terms and conditions contained in Exhibits C, C=1 and C=2 attached hereto as such terms and conditions may be reasonably updated from time to time by UP to reflect general changes in the nature of UP's operations and equipment, provided such changes do not materially impair the rights and benefits accruing to NITA under this Agreement, and (v) before commencing any work pursuant to this Agreement on the NITA Wall Work Areas or -4- 14785759\V-11 elsewhere in the Davidson Yard, NTTA will require its contractor to provide UP with a certificate ,%wi issued by such contractor's insurance carrier providing the insurance coverages required pursuant to such Exhibit C-1 (or such other coverages as may be hereafter customarily required by UP) in a policy which contains the following type of endorsement: "Union Pacific Railroad Company is named as additional insured with respect to all liabilities arising out of contractor's performance of any work on the property of the Union Pacific Railroad Company." (b) NTTA hereby grants to UP and its successors and assigns, for the use of UP, its successors and assigns and their respective contractors, subcontractors, agents, consultants and employees, a non-exclusive easement to enter, from time to time, when and to the extent authorized in Section 9(fl, and on reasonable notice, upon those portions of the SWP/SH 121 right-of-way as may be reasonably designated by NTTA from time to time (the "UP Wall Work Areas") for the limited and express purpose of maintaining, repairing and restoring the Retaining Walls and the Drainage Systems in accordance with the terms of this Agreement and to access to the UP Wall Work Areas from other properties of UP or another point of access and to traverse NTTA's adjoining properties at such reasonable locations and times, and under such reasonable conditions, as may be designated from time to time by NTTA. NTTA will endeavor to designate UP Wall Work Areas that maximize the convenience, and minimize the cost, to UP in performing the required maintenance, repair and restoration work while eliminating or minimizing to the greatest extent any interference with normal operations in the SWP/SH 121 right-of-way, provided that the UP Wall Work Areas will in any event be sufficient to permit performance of the required work on a commercially reasonable basis. Entry by UP onto the UP Wall Work Areas and passage across such other properties of NTTA, once the UP Wall Work Areas have been improved by NTTA for NTTA's roadway purposes, including, without limitation, the passage of automobiles, will be subject to the following special conditions: (i) explosives or other highly flammable substances shall not be stored on the UP Wall Work Areas or elsewhere on `ow, NTTA's other properties without the prior written approval of NTTA; (ii) at the request of NTTA, UP shall remove from the UP Wall Work Areas and such other properties of NTTA any employee of UP or any contractor or subcontractor of UP who fails to conform to the instructions of NTTA's designated representatives in connection with the work on the UP Wall Work Areas and the access across such other NTTA's properties and any right of UP to work on the UP Wall Work Areas or to cross such other NTTA properties shall be suspended until such removal has occurred; (iii) NTTA reserves the right to temporarily suspend the right of entry granted to UP herein on such prior notice as is practicable under the circumstances if deemed necessary by NTTA's authorized representative for a period of time reasonably deemed necessary by such representative in order to maintain safety within the SWP/SH 121 right of way; (iv) UP shall cause UP's contractor to comply with the terms and conditions contained in Exhibits D and D^1 attached hereto, and (v) before commencing any work pursuant to this Agreement on the UP Wall Work Areas or elsewhere on NTTA's properties, UP will require its contractor to provide NTTA with a certificate issued by such contractor's insurance carrier providing the insurance coverages required pursuant to such Exhibit D-1 (or such other coverages as may be hereafter customarily required by NTTA) in a policy which contains the following type of endorsement: "North Texas Tollway Authority is named as additional insured with respect to all liabilities arising out of contractor's performance of any work on the property of the North Texas Tollway Authority." 9. Conditions on Use, Maintenance and Repair. (a) Each of the Owners agrees to use the Retaining Walls only for their intended purpose of providing structural and lateral support for the mutual benefit of the SWP/SH 121 ,%W,, from the west end of Parcel 58 Pt. 3 near Mile Post 250 to Mile Post 249 (the "NTTA Property") and the Davidson Yard from the west end of Parcel 58 Pt. 3 near Mile Post 250 to Mile Post 249 -5- 14785759\V-11 (the "UP Property") (each, a "Pro ert 'and, collectively, the "Properties") and the improvements now or hereafter made thereon. (b) NTTA agrees to maintain, repair and preserve the Retaining Walls and the Drainage Systems in good condition and repair, including the repair or restoration of damage or destruction of the Retaining Walls and Drainage System resulting from casualty or any other cause, other than the negligence, acts or omissions of UP or its employees, agents or contractors, so that each Owner shall continue to have and enjoy the benefits of the Retaining Walls and Drainage Systems as provided herein. NTTA shall pay any and all costs and expenses necessary for such maintenance, repair and preservation of the Retaining Walls and the Drainage Systems, except to the extent attributable to the negligence, acts or omissions of UP or its employees, agents or contractors. (c) UP agrees to maintain, repair and preserve the Water Runoff Systems in good condition and repair, including the repair or restoration of damage or destruction of the Water Runoff Systems resulting from casualty or any other cause, other than the negligence, acts or omissions of NTTA or its employees, agents or contractors, so that each Owner shall continue to have and enjoy the benefits of the Water Runoff Systems as provided herein. UP shall pay any and all costs and expenses necessary for such maintenance, repair and preservation of the Water Runoff Systems, except to the extent attributable to the negligence, acts or omissions of NTTA or its employees, agents or contractors. (d) Whenever it shall be necessary to repair, restore or replace the Retaining Walls, the Drainage Systems or the Water Runoff Systems, such repaired, restored or replace facilities shall be erected in the same location and on the same line, be of the same or superior design and size, and be comprised of the same or substantially similar material or better, and otherwise comply in all material respects with the original plans and specifications (or subsequently approved deviations therefrom) for the Retaining Walls, Drainage Systems, and Water Runoff Systems, as the case may be, except to the extent that the Owner performing such repairs, restorations or replacements has obtained the prior written approval of the other Owner to any material deviations from such plans and specifications, which approval shall not be unreasonably withheld so long as the other Owner will be able to continue to conduct its operations on its Property in the same manner as existed prior to such repairs, restorations or replacements without any additional cost, expense or restriction. (e) Any repairing, restoring or replacement done hereunder shall be performed timely and in a good and workmanlike manner, and to the extent possible, accomplished without material interruption to the normal usages of the Properties or endangering the continued structural and lateral support necessary for the Properties and the improvements thereon. (f) If NTTA shall neglect or refuse to maintain, repair or restore the Retaining Walls and Drainage Systems in accordance with the terms of this Agreement, and if NTTA does not commence to cure such failure within thirty (30) days after receipt of written notice from UP describing such failure and thereafter diligently and continuously prosecute such cure to completion, UP in its sole discretion may cause such damaged or destroyed elements to be repaired or restored (as applicable) to the condition required pursuant to this Agreement and, in addition to any other remedy available to it by law, shall be entitled to recover from NTTA all costs and expenses reasonably incurred by UP in undertaking such repair or restoring. Notwithstanding the foregoing, if the passage of trains across the UP Property is blocked or endangered by the failure to so maintain, repair or restore the Retaining Walls and Drainage -6- 14785759\V-11 Systems, such 30-day period shall be reduced to five (5) business days after delivery of such 1%4=011K written notice. (g) If UP shall neglect or refuse to maintain, repair or restore the Water Runoff Systems in accordance with the terms of this Agreement, and if UP does not commence to cure such failure within thirty (30) days after receipt of written notice from NTTA describing such failure and thereafter diligently and continuously prosecute such cure to completion, NTTA in its sole discretion may cause such damaged or destroyed elements to be repaired or restored (as applicable) to the condition required pursuant to this Agreement and, in addition to any other remedy available to it by law, shall be entitled to recover from UP all costs and expenses reasonably incurred by NTTA in undertaking such repair or restoring. Notwithstanding the foregoing, if the passage of vehicles along SWP/SH 121 is blocked or endangered by the failure to so maintain, repair or restore the Water Runoff Systems such 30-day period shall be reduced to five (5) business days after delivery of such written notice. (h) The parties shall comply with all Federal, state, and local laws, statutes, ordinances, rules, and regulations applicable to them with respect to this Agreement. 10. SWP/SH 121. Nothing contained herein is intended or shall be construed to grant to UP direct access to SWP/SH121 and its ramps from the UP Property, and UP shall have access to adjacent service roads, streets or rights -of -way only as determined and permitted by the appropriate municipality or other entity exercising jurisdiction or control over said service roads, streets or rights -of -way. 11. Arbitration. In the event of any dispute between NTTA and UP concerning (a) whether or not an Impairment will or may occur with respect to any Retaining Walls, or the adequacy of proposed provisions for the continued support and preservation of such Retaining Walls, as specified in Section 5 above, (b) whether or not an Impairment will or may occur with respect to the Drainage Systems, or the adequacy of proposed provisions for the continued operation and preservation of the Drainage Systems and Water Runoff Systems, as specified in Section 6 above, or (c) the sufficiency of NTTA Wall Work Areas or UP Wall Work Areas using the standards specified in Section 8 above, such a dispute (and only such a dispute) shall be resolved pursuant to the terms of Section III.R. of the Formal Agreement, a copy of which is attached hereto as Exhibit E attached hereto, as if such a dispute were a "Non -Arbitrable Dispute" as such term is defined in the Formal Agreement. 12. Covenants Run with Land. The benefits and burdens of the covenants herein contained shall annex to and be construed as covenants ruining with the Properties and shall bind the respective parties hereto and their respective successors and assigns, including, without limitation, any permitted assignee of the NTTA under the Formal Agreement. Nothing herein contained, however, shall be construed to be a conveyance by either Owner of such Owner's rights in the fee title to its respective Property. 13. Non -Waiver of Covenants. No covenant, restriction, condition, obligation or provision contained in this Agreement shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur. 14. Successors and Assigns. Each grantee of an Owner, and each subsequent grantee, by the acceptance of a deed of conveyance, and each purchaser under any contract for such deed of conveyance, accepts said deed or contract subject to all restrictions, conditions, covenants and easements, and the rights and powers created or reserved by this Agreement and shall be deemed to have agreed to perform ,%..i all undertakings and to be bound by all agreements and covenants imposed on it by this Agreement. All rights, benefits and privileges of every character hereby granted, created, reserved or declared and all -7- 14785759%V-11 impositions and obligations hereby imposed shall be deemed and taken to be covenants running with the land, and shall bind any person having at any time any interest or estate in the Properties, and shall inure to the benefit of such grantee or purchaser in like manner as though the provisions of this Agreement were recited and stipulated at length in each and every deed of conveyance or contract for conveyance. 15. Enforcement. If a violation on the part of either Owner of any of the restrictions, covenants, terms or conditions of this Agreement to be kept, observed or performed by such Owner and will or is likely to result in damages which are irreparable or impossible of ascertainment, then the other Owner is hereby granted the right to prevent or remedy any such threatened or actual violation on the part of the violating Owner, or the further continuation of any such violation, as the case may be, by means of injunctive proceedings or other legal remedies. Without limiting the foregoing, each Owner shall have the right to pursue all remedies available at law and equity, including claims for damages, which shall, without limitation, include reasonable attorney's fees and court costs. The various rights and remedies herein granted shall be in addition to all other rights and remedies that may be available. All said rights and remedies may be exercised either concurrently or consecutively or partly concurrently and partly consecutively as the case may be. 16. Severability. If any term, provision, covenants, easement, agreement or condition in this Agreement shall be or be held invalid, whether in general or as to any particular situation or circumstance, the remainder of this Agreement and the applicability to any other situation or circumstance, as the case may be, shall not be invalidated or terminated hereby, but shall remain in full force and effect to all intents and purposes as though such invalid term, provision, covenant, easement, agreement or condition had never been. 17. Miscellaneous. (a) As used in this Agreement, the masculine shall mean the feminine or neuter and singular shall mean plural where the context requires to preserve the meaning of the appropriate provision. (b) This Agreement may be executed in counterparts and, once counterparts have been executed and delivered by each of the parties, this Agreement shall be effective. (c) This Agreement shall be governed and construed in conformity with the laws of the State of Texas, and the parties to this Agreement hereby agree that venue for any and all causes of action between the parties and arising under this Agreement shall be State District Court in Tarrant County, Texas. (d) Time is of the essence of this Agreement. (e) Nothing contained in this Agreement shall be deemed to be a gift or dedication of all or any part of the Properties to the public or for any public use, and this Agreement creates no rights in the public or in any other person or entity, except as expressly provided herein. (f) All notices to be provided under this Agreement shall be delivered personally or sent by a recognized overnight air courier service, addressed to such party at the addresses first shown above. A notice shall be deemed received by a party upon its personal delivery to that party, one business day after its deposit with a recognized overnight air courier service properly addressed to that party, or upon that party's actual receipt. Any party may change its notice address by notifying the other parties at their then -current notice addresses. -8- 14785759\V-11 (g) Each party to this Agreement represents to the other that it is fully authorized to enter into this Agreement and to perform its obligations hereunder. ,*M/ (h) Notwithstanding that UP has granted the easements contained herein to the NTTA without warranty of title and subject to all matters of record, the NTTA accepts its interest in such easements with the express intention and expectation that it does so free from the adverse claims of any other person or entity other than those of UP as expressly reserved herein, and the NTTA expressly asserts, claims, and hereby provides notice that its interest in and to such easements is and shall be open, adverse and hostile to any other person or entity that may now hold an ownership or other interest in the portions of Davidson Yard that are subject to such easements, or any other interest otherwise adverse to or in conflict with the such easements, other than UP as and to the extent expressly reserved herein. (i) This Agreement and the Construction Agreement contain all the terms, conditions and covenants relating to the Retaining Walls, Drainage Easement Parcel, Drainage Systems and Water Runoff Systems, and no modifications, waiver, variations, or releases of the duties and obligations under this Agreement shall be binding unless made in writing and signed by the Owner to be charged thereby. (Signature Pages Follow] -9- 14785759\V-11 IN WITNESS WHEREOF, the parties have executed this Agreement in manner sufficient to bind as of the day and year first above written. UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By:_ Name: Title: NORTH TEXAS TOLLWAY AUTHORITY By: Name: Title: APPROVED AS TO FORM: LOCKE LORD BISSELL & LIDDELL, LLP, General Counsel By: Name: 14785759\V-11 Signature Page to Retaining Wall Access and Maintenance Easement Agreement THE STATE OF § COUNTY OF § This instrument was acknowledged before me the , of COMPANY, a Delaware corporation, on behalf of said corporation. [PERSONALIZED SEAL] day of , 2009 by UNION PACIFIC RAILROAD Notary Public Signature THE STATE OF § COUNTY OF § This instrument was acknowledged before me the day of 2009 by of NORTH TEXAS TOLLWAY AUTHORITY, a regional tollway authority and political subdivision of the State of Texas, on behalf of said authority. Notary Public Signature [PERSONALIZED SEAL] Signature Page to Retaining Wall Access and Maintenance Easement Agreement 14785759\V-11 EXHIBIT A-1 TO -' RETAINING WALL ACCESS AND MAINTENANCE, AGREEMENT SH121 (S)VP) and UPRR Retaining Wall Summary (See Attached) A-1 14785759\V-11 EXHIBIT A-2 TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT Location of MSE Wall SC (See Attached) A-2 147857591V-I1 NNWO, EXHIBIT A-3 TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT Location of Vickery Wall (See Attached) 14785759\V-II EXHIBIT A-4 TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT Location of 2-Tier Wall (See Attached) 14785759\V-11 EXHIBIT A-5 .ter TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT Location of MSE Wall SA (See Attached) A-5 14785759XV-11 EXHIBIT B TO .%Nw RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT Legal Description of Drainage Easement Parcel — Parcel No. 59E - PT29 (See Attached) I: 14785759\V-11 EXHIBIT C TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT �oo, Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING. a. NTTA Contractor shall notify the designated representative of UP (the "UP Representative") at least 5 working days in advance of proposed performance of any work by NTTA Contractor on the UP Property pursuant to this Agreement in which any person or equipment will be within 25 feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within 25 feet of any track. No work of any kind shall be performed on the UP Property pursuant to this Agreement, and no person, equipment, machinery, tool(s), matenal(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within 25 feet of any of UP's track(s) at any time, for any reason, unless and until a UP flagman is provided to watch for trains. Upon receipt of such 5-day notice, UP Representative will determine and inform NTTA Contractor whether a flagman need be present and whether NTTA Contractor need implement any special protective or safety measures. If flagging or other special protective or safety measures are performed by UP, such services will be provided at NTTA Contractor's expense with the understanding that if UP provides any flagging or other services, NTTA Contractor shall not be relieved of any of its responsibilities or liabilities set forth herein. NTTA Contractor shall promptly pay to UP all charges connected with such services within 30 days after presentation of a bill therefor. b. The rate of pay per hour for each man will be the prevailing hourly rate in effect for an eight hour day for the class of men used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement & UC, supplemental pension, Employees Liability and Property Damage and Administration '4%Mp' will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect on the day of execution of this Agreement. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays; two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between UP 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, NTTA Contractor shall pay on the basis of the new rates and charges. C. Reimbursement to UP will be required covering the full eight hour day during which any flagman is furnished, unless he can be assigned to other UP 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 UP work. Reimbursement will also be required for any day not actually worked by said flagman following his assignment to work in connection with this Agreement for which UP is required to pay the flagman and which could not reasonably be avoided by UP by assignment of such flagman to other work, even though NTTA Contractor may not be working during such time. Section 2. LIMITATION OF RIGHTS GRANTED. The foregoing grant of right is subject to the continuing right of UP to use and maintain its entire property including the right and power of UP to construct, maintain, repair, renew, use, operate, change, modify or relocate UP tracks, roadways, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or all parts of the UP Property, subject to the express limitations on UP's activities contained in Sections 5, 6, 8, 9(a), 9(c), 9(d) and 9(g) of the Retaining Wall Access and Maintenance Easement Agreement to which this Exhibit is attached, all or any of which may C-1 14785759\V-II be freely done at any time or times by UP without liability to NTTA Contractor or to any other party for *ftmvl compensation or damages, except as otherwise provided in those Sections. Section 3. LIMITATION OF RIGHTS GRANTED. No work performed by NTTA Contractor pursuant to this Agreement shall cause any interference with the constant, continuous and uninterrupted use of the tracks, property and facilities of UP, its lessees, contractors or others, unless specifically permitted under this Agreement, or specifically authorized in advance by UP Representative (consistent with the terms of this Agreement). Nothing shall be done or suffered to be done by NTTA Contractor at any time that would in any manner impair the safety thereof. When not in use, NTTA Contractor's machinery and materials shall be kept at least 50 feet from the centerline of UP's nearest track, and there shall be no vehicular crossings of UP's tracks except at existing open public crossings, unless specifically authorized in advance by UP Representative. Section 4. MECHANIC'S LIENS. NTTA Contractor shall pay in full all persons who perform labor or provide materials for the work by or at the direction of NTTA Contractor pursuant to this Agreement. NTTA 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 UP- for any such work performed, and if any such lien shall be filed or recorded, NTTA Contractor shall promptly pay, discharge or bond such lien. NTTA Contractor shall indemnify and hold harmless UP from and against any such liens resulting from such work done, labor performed, or materials furnished on behalf of NTTA Contractor. NTTA Contractor further agrees in the event that an action to foreclose any such lien same shall be commenced, upon notice thereof being provided by UP, to defend the same free of cost, charge or expense to UP. **move Section 5. PROTECTION OF UTILITIES. a. Fiber optic cable and other utility systems may be buried on the UP Property. Protection of the fiber optic cable and other utility systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. NTTA Contractor shall telephone 1-800-336-9193 (a 24-hour, 7-day number for emergency calls) during normal business hours (7 A.M. to 9 P.M., CST, Monday -Friday, except holidays) to determine if fiber optic cable or other utilities are buried anywhere on the UP Property. If there are, NTTA Contractor will telephone the telecommunications or utility company(ies) involved, arrange for a utility locator, make arrangements for relocation or other protection of the applicable utility, and will commence no work on the UP Property until all such protection or relocation has been accomplished. b. In addition to other indemnity provisions in this Agreement, to the extent allowable at law as to NTTA Contractor, NTTA Contractor shall indemnify and hold UP 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 NTTA Contractor, its agents and/or employees, to the extent (and in the proportion) it causes or contributes to (1) any damage to or destruction of any telecommunications or utility system on the UP Property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications or utility company, and/or NTTA Contractor, or their respective agents and/or employees, on the UP Property. Section 6. COMPLIANCE WITH LAWS. In the prosecution of the work on the UP Property, NTTA Contractor shall secure any and all necessary permits and shall comply with all applicable federal, state and local laws, regulations and C-2 14785759\V-II enactments affecting the work. NTTA Contractor shall use only such methods as are consistent with safety, both as concerns NTTA Contractor, NTTA Contractor's agents and employees, the officers, agents, employees and property of UP and the public in general. NTTA Contractor (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts and regulations. All applicable Federal Railroad Administration regulations shall be followed when work is performed on the UP Property pursuant to this Agreement. If any failure by NTTA Contractor to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against UP, NTTA Contractor shall reimburse and, to the extent allowable at law as to NTTA Contractor, indemnify UP for any such fine, penalty, cost, or charge, including without limitation attorneys' fees, court costs and expenses. NTTA Contractor further agrees in the event of any such action, upon notice thereof being provided by UP, to defend such action free of cost, charge, or expense to UP. Section 7. SAFETY INSTRUCTIONS. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of work on the UP Property pursuant to this Agreement. As reinforcement of the foregoing, the following special safety rules shall be followed: a. NTTA Contractor shall keep those conditions and features of the UP Property under the control of NTTA Contractor free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the work to be performed by them pursuant to this Agreement. NTTA Contractor shall have proper first aid supplies available on the job site so that prompt first aid services can be provided to any person that may be injured on the UP Property. NTTA Contractor shall promptly notify UP of any U.S. Occupational Safety and Health Administration reportable injuries occurring to any person that may arise during the work performed on the UP Property pursuant to this Agreement. NTTA Contractor shall have a non -delegable duty to control its employees while they are on the UP Property to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug, narcotic or other substance that may inhibit the safe performance of work by the employee. b. The employees of NTTA Contractor shall be suitably dressed to perform their duties on the UP Property safely and in a manner that will not interfere with their vision, hearing or free use of their hands or feet. Only waist length shirts with sleeves and trousers that cover the entire leg are to be worn. If flare -legged trousers are worn, the trouser bottoms must be tied to prevent catching. The employees should wear sturdy and protective work boots and at least the following protective equipment: (1) Protective head gear that meets American National Standard-Z89.1-latest revision. It is suggested that all hardhats be affixed with NTTA Contractor's or its subcontractor's company logo or name. (2) Eye protection that meets American National. Standard for occupational and educational eye and face protection, Z87.1-latest revision. Additional eye protection must be provided to meet any applicable specific job situations such as welding, grinding, burning, etc.; and (3) Hearing protection which affords enough attenuation to give protection from noise levels that will be occurring on the job site. C. All heavy equipment provided or leased by NTTA Contractor for use on the UP Property shall be equipped with audible back-up warning devices. If in the opinion of UP Representative any of C-3 14785759N-11 NTTA Contractor's or any of its subcontractors' equipment is unsafe for use on the UP Property, NTTA '"IMi Contractor, at the request of UP Representative, shall promptly remove such equipment from the UP Property. Section 8. INDEMNITY. a. As used in this Section, "UP" includes UP and other UP companies using the UP Property at or near the location of NTTA Contractor's work and their officers, agents, and employees; and "Loss" means loss, damage, claims, demands, actions, causes of action, penalties, costs, and expenses of whatsoever nature, including court costs and reasonable attorneys' fees, which result from: (a) injury to or death of persons whomsoever (including UP's officers, agents, and employees, NTTA Contractor's officers, agents, and employees, as well as any other person); and/or (b) damage to or loss or destruction of property whatsoever (including NTTA Contractor's property, damage to the roadbeds, tracks, equipment, or other property of UP, or property in NTTA Contractor's care or custody). b. As a major inducement and in consideration of the rights of entry herein granted, NTTA Contractor agrees, to the extent allowable at law, to indemnify and hold harmless UP from any Loss to the extent (and in the proportion) it is due to or arises from the work performed under this Agreement, a breach of this Agreement (including the health and safety provisions herein) by NTTA Contractor, any activity of NTTA Contractor under this Agreement, or any omission or negligence arising out of performance or nonperformance of this Agreement by NTTA Contractor. Notwithstanding the foregoing, NTTA Contractor shall not be required to indemnify, defend and/or hold harmless UP from, and the foregoing indemnity shall not apply to, any pre-existing hazardous or toxic materials or contamination upon or underneath the UP Property that may be discovered as a result of NTTA Contractor's work, testing or studies. ,%wool C. NTTA Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions brought by NTTA Contractor's own employees. NTTA Contractor waives any immunity it may have under worker's compensation or industrial insurance acts to indemnify UP under this Section 8. NTTA 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 act or the Federal Employers' Liability Act against a party to this Agreement may be relied upon or used by either party in any attempt to assert liability against the other. Section 9. RESTORATION OF PROPERTY. In the event UP authorizes NTTA Contractor to take down any fence of UP or in any manner move or disturb any of the other property of UP in connection with the work to be performed by NTTA Contractor pursuant to this Agreement, then in that event NTTA Contractor shall, as soon as possible and at NTTA 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. NTTA Contractor shall remove all of NTTA Contractor's tools, equipment and materials from the UP Property promptly upon completion of the work, restoring the UP Property to the same state and condition as when NTTA Contractor entered thereon. Section 10. WAIVER OF BREACH. Waiver by UP of the breach of any condition, covenant or agreement herein contained to be kept, Iftwo, observed and performed by'NTTA Contractor shall in no way impair the right of UP to avail itself of any C-4 14785759\V-I1 remedy for any subsequent breach thereof, and waiver by NTTA Contractor of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by UP shall in no way impair the right of NTTA Contractor to avail itself of any remedy for any subsequent breach thereof. Section 11. ASSIGNMENT -SUBCONTRACTING NTTA Contractor shall not assign this Agreement, or any interest herein, without the written consent of UP and any attempt to so assign without the written consent of UP shall be void; provided that NTTA Contractor shall have the right to enter into subcontracts for the performance of the work on the condition that NTTA Contractor is and shall remain responsible for all work of subcontractors and all work of subcontractors shall be governed by the terms of this Agreement. Section 12. TRAFFIC CONTROL. NTTA Contractor shall be responsible for implementing such traffic control measures as UP reasonably shall deem necessary in connection with the operations of NTTA Contractor on the roads and access ways within Davidson Yard, all at NTTA Contractor's expense. C-S 147857591V-11 EXHIBIT C-1 TO `001 RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT NTTA CONTRACTOR INSURANCE REQUIREMENTS NTTA Contractor shall, at its sole cost and expense, procure and maintain during the performance of any work on the UP Property pursuant to this Agreement the following insurance coverage: (a) General Liability insurance providing bodily injury including death, personal injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. This insurance shall contain broad form contractual liability with a separate general aggregate for the project (ISO Form CG 25 03 or equivalent). Exclusions for explosion, collapse and underground hazard shall be removed. Coverage purchased on a claims made form shall provide for at least a two (2) year extended reporting or discovery period if (i) the coverage changes from a claims made form to an occurrence form, (ii) there is a lapse/cancellation of coverage, or (iii) the succeeding claims made policy retroactive date is different for the expiring policy. (b) Automobile Liability, insurance providing bodily injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim. This insurance shall cover all motor vehicles including hired and non -owned, and mobile equipment if excluded from coverage under the general public liability insurance. (c) Workers' Compensation insurance covering NTTA Contractor's statutory liability under the workers' compensation laws of the state(s) affected by this agreement, and Employers' Liability. If such insurance will not cover the liability of NTTA Contractor in states that require participation in state workers' compensation fund, NTTA Contractor shall comply with the laws of such 141090, states. If NTTA Contractor is self -insured, evidence of state approval and excess workers' compensation coverage must be provided. 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 UP in the schedule as the alternate employer (or a substitute form providing equivalent coverage). (d) Railroad Protective Liability insurance naming UP as the insured with a combined single limit of $5,000,000 per occurrence with a $10,000,000 aggregate. The policy shall be broad form coverage for "Physical Damage to Property" (ISO occurrence Form CG 00 35 12 04 or equivalent) and include pollution arising out of fuels and lubricants brought to the job site (ISO Form CG 28 21 or equivalent). A binder of insurance for Railroad Protective Liability must be submitted to UP and the original policy or a certified duplicate original policy must be forwarded to UP when available. (e) Umbrella or Excess insurance. If NTTA Contractor utilizes umbrella or excess policies, these policies must "follow form" and afford no less coverage than the primary policy. NTTA Contractor's contractors and its insurers shall endorse the required insurance policy (ies) to waive their right of subro ation against UP. NTTA Contractor and its insurers also waive their right of subrogation against UP for loss of its owned or leased property or property under its care, custody and control. NTTA Contractor's insurance shall be primary with respect to any insurance carried by UP. The policy (ies) required under (a) and (b) above shall provide severability of interests. C-1-1 14785759\V-11 CONTRACTOR'S ROE 980204 Folder No.: All policy (ies) required above (except workers' compensation and employers liability) must include UP 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 UP as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage for UP's negligence whether sole or partial, active or passive, and shall not be limited by NTTA Contractor's liability under the indemnity provisions of this Agreement. Prior to commencing the Work, NTTA Contractor shall have its contractor furnish to UP certificate(s) of insurance evidencing the required coverage and endorsements and upon request, a certified duplicate original of any required policy. The certificate(s) shall contain a provision that obligates the insurance company (ies) issuing such policy (ies) to notify UP in writing of any material alteration including any change in the retroactive date in any "claims -made" policies or substantial reduction of aggregate limits, if such limits apply, or any cancellation at least thirty (30) days prior thereto. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this agreement, or (b) all punitive damages are prohibited by all states in which this agreement will be performed. The insurance policy (ies) shall be written by a reputable insurance company (ies) acceptable to UP or with a current Best's Insurance Guide Rating of A— and Class VII or better, and authorized to do business in Texas. The fact that insurance is obtained by NTTA Contractor shall not be deemed to release or diminish the liability of NTTA Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. C-1-2 14785759\V-II EXHIBIT C-2 TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT Minimum Safety Requirements for NTTA Contractors [to be provided] 14785759W-11 Minimum Safety Requirements For Project Partner Contractors ,*Raw, Table of Contents 1.0 General Safety Requirements 1.1 Regulatory Training Requirements 2.0 Clothing 3.0 Personal Protective Equipment 4.0 Equipment 5.0 Working Around Live Track Red Zones 6.0 On -Track Safety 7.0 Lockout / Tagout Procedures The Railroad is committed to providing the safest workplace possible for, not only our own 1%o1 employees, but also the Contractor's employees and its subcontractors' employees. Adherence to these minimum safety requirements, plus additional instructions at the job site, will help to ensure an injury -free project. The Railroad Representative is authorized to take any actions necessary to prevent injuries to any person, damage to Railroad property, disruption of Railroad operation, and the safety of the public. Reference is made to the Formal. Agreement dated January 8, 2009, as amended by First Amendment to Formal Agreement dated May 19, 2009, a Second Amendment to Formal Agreement dated June 17, 2009, a Third Amendment to Formal Agreement dated August 20, 2009, a Fourth Amendment to Formal Agreement dated September 1, 2009 and a Fifth Amendment to Formal Agreement dated September _, 2009. Notwithstanding that the 4+4+4 Plan is designed to allow temporary track closures of groups of tracks to allow construction by the Project Partners' Contractors of the SWP Bridge and the construction of the new Hulen Street Bridge and demolition of the existing Hulen Street Bridge, these Minimum Safety Requirements are applicable to all activities of the Project Partners' Contractors and their subcontractors that are within Davidson Yard. *************************************************************************************************** 2 14802924\V-3 1.0 General Safety `ool Requirements Within the Davidson Yard The safety of personnel, property, rail operations, and the public is of paramount importance in execution of the work within the Davidson Yard pursuant to this Agreement. The terms Contractor and Contractor Employees as used in this document refer to all Employees of the Contractor as well as all Employees of any subcontractor that are engaged in any activities within the Davidson Yard. The Contractor shall have a Safety Representative on -site at all times, responsible for and to oversee all requirements contained herein and for coordination with the Railroad Representative. The Contractor shall be responsible for the safety of his workers and subcontractors in compliance with Federal, State, and Local Regulatory Agencies including but not limited to the Occupational Safety Health Administration and the Federal Railroad Administration. As reinforcement and in furtherance of overall safety measures to be observed by the Contractor (and not by way of limitation), the following special safety rules shall be followed: The Contractor shall keep those conditions and features of the job site under the control of Contractor free from safety and health hazards and ensure that its Contractor Employees are competent and properly trained in all safety and health aspects of the job. Specifically, the Contractor must ensure that: r The Contractor shall have proper first aid supplies available on the job site and someone trained as a I' responder so that `Mve prompt first aid services can be provided to any person that may be injured on the job site. The Railroad is promptly notified of any reportable injury (as defined by the U. S. Occupational Safety and Health Administration) to an employee that occurs during the performance of work at the job site. The Railroad is promptly notified of any damage to Railroad property. Contractor Employees do not use, be under the influence of, or have in their possession any alcoholic beverage or illegally obtained drug, narcotic, or other substance while on Railroad property. All waste generated by Contractor is properly disposed of in accordance with applicable federal and state regulations. No open fires are permitted on Railroad property. All Contractors vehicles must stop at all railroad crossings to ascertain the way is clear. Seat belts must be worn on vehicles and equipment so equipped. All Contractor vehicles and construction equipment / cranes, etc., must be equipped with an audible backup warning device, fire extinguisher and first -aid kit. 3 14802924\V-3 Headlights must be turned "on" when operating motor vehicles on Railroad property. It is permissible to turn headlights off when stopped on Railroad property at night to prevent "blinding" other personnel working in the same area. Always keep vehicles a safe distance away from the outside of the rail consistent with the distances and criteria established in the Construction Coordination Agreement between the Railroad, the City of Fort Worth and the North Texas Tollway Authority and the exhibits thereto, including the Constraints, Allowances and Requirements for Construction over the Davidson Yard (collectively, the "Construction Coordination Agreement"), and DO NOT park vehicles or equipment foul of a live railroad track. Contractor or Contractor Employees will notify Railroad Representative of any hazardous material spill observed in their work area. A Railroad Representative and the Contractor's Safety Representative will coordinate and establish a scheduled frequency to conduct job -safety briefings to be convened during the duration of the construction contract. The Railroad Representative will participate in or otherwise conduct a portion of the job -safety briefing in cooperation with the Contractor, and as so coordinated, may call a job -safety briefing at times other than the scheduled frequency. Contractor Employees will participate in and comply with all job -safety briefings. During these briefings, the Contractor and the Railroad Representative will specify safe work procedures, the potential hazards of the job, and Emergency Response Procedures. If any participant has any questions or concerns about the work, he/she must voice them during the job briefing. Additional job briefings will be conducted during the work as conditions, work procedures, or personnel change. Contractor and Contractor Employees must take every precaution to prevent injury to themselves, other employees, and the public. All excavations, holes and trenches are to be protected in accordance with regulatory requirements and the Contractor's established procedures to prevent injuries to other workers, Railroad employees or the public. The Contractor's Safety Representative and the Railroad Representative shall work together to address safety conditions and establish safe workable solutions based on site conditions. Contractor shall ensure that the Railroad policy of NO SMOKING on Railroad property is enforced. - All Contractor and Contractor Employees must comply with the following safety procedures when working around any railroad track: Always be on the alert for moving equipment. Contractor Employees must always expect movement on any live track, at any time, in either direction. The Yard utilizes remove control locomotives (RLC) for moving cars. An engineer likely will not be in the cab. Do not step or walk on the top of the rail, frog, switches, guardrails, or other track components. 4 14802924\V-3 In passing around the ends of standing cars, engines, roadway machines or work equipment, leave a minimum of 20 feet between yourself and the end of the equipment. Do not go between pieces of equipment on a live track if the opening is less than 100 feet as a minimum. Avoid walking or standing on a track unless authorized by the Railroad Representative. Before stepping over or crossing tracks, look in both directions first. Do not sit on, lie under, or cross between cars except as required in the performance of your duties and only when equipment has been protected against movement and authorized by the Railroad Representative. Do not leave tools or materials any closer to the track than permitted by the defined work zone and the Construction Coordination Agreement requirements. As it pertains to safety, for all Contractor work outside of an Absolute Work Zone, but within the Contractor's defined work zone, the Contractor and the Railroad shall coordinate and be aware of their respective adjacent activities. The Contractor's Safety Representative and the Railroad's Representative shall work together to identify any potential safety issues and develop any necessary safety awareness guidelines, action plans, or observation tools to aid respective employees in conducting themselves in a safe manner. These efforts shall be for the benefit of all parties and shall not unduly restrict either party from a productive work environment. *4ftwoe All Contractor Employees shall comply with all Federal, State and local regulations concerning Workplace Safety. 1.1 Controlled Access Policy Railroad and Contractor have a mutual interest in providing a safe workplace for the existing employees of both Parties and in maintaining the integrity and security of Railroad's facilities. To help ensure this goal, Railroad has instituted a Controlled Access Policy. All persons seeking admission to Railroad property will apply (the "Applicants") for admission to the property. Contractor will conduct background investigations of Applicants prior to their admission to the Railroad property. Prior to any new or existing employee of Contractor working at or regularly visiting any Railroad facility, Contractors must register with the Railroad's approved risk assessment company. • Contractors must then present and secure Background Check Consent Forms from each of their employees who are, in the course of their duties, working on Railroad's property or facilities. • Any of Contractor's employees who refuse to provide consent to a background check will not be allowed to conduct work in Davidson Yard or on or near Union Pacific facilities. • Contractors will then submit SSNs of the individuals they employ who will require a photo identification badge (the "Identification Badge") to the Railroad's approved risk assessment company via the Website. 14802924XV-3 • Contract employees ("Contractees") will then submit a photo of themselves and complete the program testing online via the Railroad's approved risk assessment company's Website. �i1 • The program testing requires "Security Awareness" and, in the following cases only when applicable to the type of service being provided by the Contractee, an "Engineering Safety Training Orientation and Test", a "Mechanical Safety Training Orientation and Test", and an "Automobile Load/Unload Contractor Safety Orientation Course". • After the Contractee satisfactorily completes the examination, a background investigation is automatically triggered. • The Railroad's approved risk assessment company program will then score the investigation to validate whether an individual meets all the criteria for the Railroad. • When a satisfactory score is rendered, the Railroad's approved risk assessment company will automatically print an Identification Badge authorizing access to Railroad property and mail the Identification Badge to the Contractor's business address for distribution to Contractee. • Contractee is responsible for wearing that badge and carrying another form of government -issued ID at all times when on Railroad property. • All communication regarding Contractor's employees should be addressed to: Bill Chandler Union Pacific Railroad Company - Safety Department 137 West 200 North Hyde Park, UT 84318 Phone (435) 563-8253Fax (435) 563-8295 E-mail: WLCHANDL@up.com ,%1 • Contractor shall be responsible for managing and recovering the Identification Badge from their employees who resign, retire or are terminated. • Railroad shall have the right to reject any candidate to the extent permitted by all applicable law. • To the extent that any portion of these requirements violate a law, ordinance, statute, or regulation that portion shall be ignored and applicant shall comply with all remaining portions of the application process. It is expected that Contractor will be primarily responsible for enforcement of this program; however, both Railroad and the Federal Railroad Administration will be auditing for compliance. Should any Contractor be found out of compliance, any and all fines or penalties incurred will be the sole obligation of Contractor. 1.2 Regulatory Training Requirements Railroad insists on 100% training compliance that is required by all Federal, State and Local Safety Regulations applicable to the NTTA or City in the performance of the work. Contractors must be aware of, understand and comply with ALL Federal, State and Local Workplace Safety Regulations applicable to the NTTA or the City in the performance of the Work, including, but not limited to, the following: • Fall Protection N%0/ The Contractor must ensure that its employees comply with fall protection requirements contained in: C 14802924\V-3 • OSHA's Fall Protection regulations 29 CFR 1926, Subpart M when working on elevated structures. The Contractor shall conduct its work and where necessary have standard and case specific work procedures in ,%Nwole accordance with the above regulations. The procedures shall be reviewed before construction begins and on a regular basis, with the Railroad Representative. • Confined Spaces The Contractor must ensure that its employees comply with OSHA's Confined Space regulations 29 CFR 1910.146. The Contractor shall conduct its work and where necessary have standard and case specific confined space work procedures in accordance with these regulations and shall review these procedures with the Railroad Representative. Examples of confined spaces on railroads are: • Sanitary and storm sewer systems • Underground utility vaults • Pipe/utility tunnels • Pits In addition, the Contractor must: • Obtain any available information regarding permit -required confined space hazards and entry operations from the Railroad Representative. • Coordinate entry operations with the Railroad Representative, when both Railroad's employees and Contractor personnel will be working in or near the permit -required confined spaces, so employees of 140/ both the Railroad and the Contractor do not endanger each other. • Excavation Work The Contractor must ensure that all employees comply with OSHA's Excavations regulations 29 CFR 1926, Subpart P. When required, the Contractor must prepare a shoring plan per the "Guidelines for Temporary Shoring". The Contractor shall conduct its work and where necessary have standard and case specific work procedures in accordance with the above regulations and guidelines. The procedures shall be reviewed before construction begins in or around an excavation and on a regular basis with the Railroad Representative. • Hazardous Chemicals In accordance with the Hazard Communication Standard (HCS) issued by the Occupational Safety and Health Administration (29 C.F.R. Part 1910.1200), the Railroad has developed and implemented its Hazard Communication Program. At the specific Railroad facilities where potentially hazardous chemicals may be present, the Railroad maintains a copy of its Hazard Communication Written Plan ("Written Plan") which, among other things, includes a list of the hazardous chemicals that may be present at the facility involved and the availability of Material Safety Data Sheets (MSDS). The Written Plan shall be provided to the Contractor prior to start of construction, which may be reviewed by any of its officers, employees and agents. The Contractor shall determine if the Work to be performed by Contractor under normal conditions or in a foreseeable emergency will expose the Contractor, its officers, employees or agents to any hazardous chemicals on Railroad property as listed in the Written Plan and if so shall (1) review the Written Plan for the specific facility involved, and (2) inform its officers, employees and agents of such hazardous chemicals. If requested by the Contractor, the Railroad will provide a copy of all applicable MSDS for review and understanding of potential hazards. 7 14802924\V-3 The HCS also requires that the parties to this Agreement exchange MSDS, as well as any additional information about precautionary measures necessary to protect both parties' employees where exposure may occur. The Contractor shall provide such information to the Railroad, its officers, employees and agents, before the Contractor `/ uses any hazardous chemicals (as defined in the HCS) in, on or about any premises or facilities of the Railroad. In the event of a spill involving hazardous chemicals, the Contractor must immediately contact the Railroad Representative. • Asbestos The Contractor must ensure that all employees comply with OSHA's Asbestos regulations 29 CFR 1926.1101 when working with any materials known to contain asbestos. The Railroad shall inform the Contractor of any known asbestos contaminants in or near the Contractor's work zone(s). In the event the Contractor will be working with any materials known to contain asbestos, the Contractor shall have standard and case specific work procedures in accordance with the above regulations. • Lead The Contractor must ensure that all employees who are exposed to lead comply with OSHA's Lead regulations 29 CFR 1926.62. The Railroad shall inform the Contractor of any known lead contaminants in or near the Contractor's work zone(s). If there is a known existence of lead, the Contractor shall have work procedures in accordance with the above regulations that protects its employees and others from lead exposure. Roadway Worker Protection The Contractor must ensure that its employees comply with the FRA's Roadway Worker Protection regulations as required by 49 CFR 214,343 when they are working within 25 feet of any live track unless a Railroad flagger is present to authorize movements or such employees are within a work zone and separated from such live track by a semi -permanent fence as provided for in the Construction Coordination Agreement. Written documentation of training and qualification must be carried by Contractor employees. In any situations where the regulations and the Construction Coordination Agreement are in conflict, the Contractor and the Railroad Representative shall *"Nor develop safe workable solutions. The Contractor's work procedures shall comply with the above agreement and regulations. 2.0 Clothing The Contractor is responsible to ensure that all Contractor Employees 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, the Contractor Employees must wear: • Waist length shirts with sleeves. • Trousers that cover the entire leg. If flare -legged trousers are worn, the trouser bottoms must be tied to prevent catching. • Contractor Employees must not wear loose or ragged clothing, neckties, finger rings, or other loose jewelry while operating or working on machinery. 3.0 Personal Protective Equipment The Contractor shall require its Employees to wear personal protective equipment as specified by OSHA and Railroad rules and regulations. In particular, the protective equipment to be worn shall be: N"Mi • Hard hat that meets the American National Standards Institute (ANSI) Z89.1 latest revision. Eye protection that E7 14802924\V-3 meets the ANSI standard for occupational eye and face protection, Z87.1 latest revision. Additional eye protection must be provided to meet specific job situations such as welding, grinding, burning, etc. During fueling ,%uso, operations, splash goggles or face shield with safety glasses is required and face shield must be in the down position when standing directly behind the fuel nozzle. • Hearing protection that 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 Contractor Employees are within: o 100 feet of a locomotive/Refrigeration Car or roadway/work equipment 0 15 feet of power operated tools 0 150 feet of jet blowers or pile drivers 0 150 feet of retarders in use (when within 10 feet, Contractor Employees must wear dual ear protection plugs and muffs) Safety -toed footwear that conforms to the American National Standards Institute (ANSI) must be worn while on the job. Shoes must have a defined heel and no thin soled or canvas style shoes shall be worn. Other types of personal protective equipment, such as respirators, fall protection equipment, orange reflectorized vests, and face shields, must be worn as dictated by the working conditions or area the Contractor Employees are in. • Effective November 24, 2008, federal regulation (23 CFR 634) mandates that anyone working in the right-of-way of a federal -aid highway must be wearing high -visibility clothing that meets the requirements of ANSI / ISEA 107;2004 edition class 2 or 3. High -visibility clothing is defined to mean personal protective safety clothing that is intended to provide conspicuity during both daytime and nighttime usage. 4.0 On Track and Off Track Work Equipment It is the responsibility of the Contractor to ensure that all work equipment is in a safe condition to operate. There must be a written inspection process regarding regular periodic inspections for work equipment operated on Railroad property, including inspections mandated by FRA, AAR, OSHA and/or other government agencies. In addition to the inspection process there must be a written maintenance process that includes timelines regarding resolution of safety sensitive defects. If, in the opinion of the Railroad Representative, any of the Contractor's equipment is unsafe for use, the Contractor shall remove such equipment from the Railroad's property. As required for specialized construction equipment such as cranes and drill rigs, the Contractor must ensure that all operators and support personnel are property qualified and trained regarding operation of such equipment. Written documentation of training and qualification must be carried by Contractor employees. In addition: • The operators of all work equipment must be properly trained and competent in the safe operation of the equipment. Operators must be: o Familiar and comply with OSHA regulations on lockout/tagout of work equipment. Er] 14802924\V-3 o If applicable to the work being performed, familiar and comply with FRA Regulation Title 49CFR214 Subpart D dealing with Roadway Maintenance Machine Safety. `we o If operating any equipment that moves railcars or any other rail -bound equipment, trained in and comply with the applicable air brake rules. • The operator's manual, which includes instructions for safe operation, must be kept with each machine. • All self-propelled equipment is equipped with fire extinguisher and audible back-up warning device. • Unless permitted under the Construction Coordination Agreement or otherwise authorized by the Railroad Representative, all unattended equipment is parked a minimum of 25 feet from any live track and minimum of 250 feet from any active road crossing. Before leaving any equipment unattended, the operator must stop the engine and properly secure the equipment against movement. • Cranes are equipped with three orange cones that will be used to mark the working area of the boom and load and the minimum clearances to overhead power lines. All overhead lines are considered to be high voltage. • All moves are well communicated by the Contractor and coordinated with other Contractor employees. Where moves transition between work zones or conflict with Railroad employee movements or operations, such moves shall be well communicated and coordinated with the Railroad Representative at the job site. Emergency signals to stop movements may be given by anyone. • No handbrakes are released on rolling equipment unless authorized by Railroad Representative. • No derails are applied or removed without Railroad Representative permission. • The Contractor shall provide its own Hazardous Energy Control (Lock-out/Tag-out) procedures and devices to prevent injury to Railroad and Contractor Employees from unexpected energization, start-up, or release of stored power in machines with which they are working. • The Contractor shall comply with all requirements of the U.S. Occupational Safety and Health Administration (OSHA) Standard 29 CFR 1910.147 on controlling hazardous energy 5.0 Working Around Live Tracks (Red Zones) Track within an Absolute Work Zone is not considered live track except for tracks LD 101-104 and LD 105-108 which shall be operational for approximately 10-15 minutes every two (2) hours even when included in an Absolute Work Zone as further provided in the Construction Coordination Agreement. Prior to beginning work on live track the Contractor must coordinate with the Railroad Representative and a job -safety briefing must be conducted with the Railroad Representative. Engineering Department Contractors are governed by FRA Roadway Worker Protection regulations, referenced in 49CFR214, Subpart C, which requires some form of On -Track Safety prior to fouling any track. Red Zones are defined as that area within an arms length of the track, or any physical position, which places the employee in a life -threatening situation. The following two rules are key to Red Zone compliance. Alert to Train Movement Contractor Employees must expect the movement of trains, engines, cars or other moveable equipment at any time, on any track and in either direction. 10 14802924NV-3 Sufficient Distance `/ Maintain a safe distance from equipment and DO NOT: • Cross or step foul of tracks closely in front of or behind moving equipment or close to the end of Railroad equipment. • Go between standing Railroad equipment if the opening is less than 100 feet. • Cross tracks in front of or behind standing Railroad equipment unless there is at least 20 feet between the employee and the equipment. 6.0 On -Track Safety The Contractor is responsible for compliance with the Federal Railroad Administrations Roadway Worker Protection regulations (49CFR214, Subpart C) and UPRRs On -Track Safety rules. Under 49CFR214, Subpart C, Contractors are responsible for the training and qualifications of their employees on these regulations. Contractor employees must have documentation of their training and qualifications while on the work site. At a minimum, each Contractor employee must be trained as a [Roadway Worker]. In addition to the instructions contained in FRAs Roadway Worker Protection regulations, all Contractor employees must: • Maintain a distance of at least 25 feet to any live track, unless a Railroad flagger is present to authorize movements or such employees are within a work zone and separated from such live track by a semi -permanent fence as `w provided for in the Construction Coordination Agreement. • Wear an orange, reflectorized vest or similar orange, reflectorized workwear approved by the Railroad's Representative. (High visibility safety apparel must be worn when working adjacent to Federal highway) • Participate in a job briefing that will specify the type of On -Track Safety for the type of work being performed. Contractors must take special note of limits of track authority, which tracks may or may not be fouled, and clearing the track. They will also receive special instructions relating to the work zone around Railroad machines and minimum distances between Railroad machines while working and traveling. 7.0 Lockout / Tagout Procedures on Equipment The Contractor must be aware of and Contractor Employees must adhere to applicable State, Federal and Railroad rules and regulations on lockout/tagout. A. Lockout/Tagout Procedures During Work. Where practical, Contractor's equipment shall be serviced, maintained, adjusted or repaired clear of any live track. Follow these steps when servicing, maintaining, adjusting, or repairing equipment during the course of work when On -Track Safety has been established: 1. Notify the Railroad Representative and the equipment operators on both sides of your equipment that a lockout/tagout is in progress. Let them know where you are located and in which direction you are `moe working, so they will know whether you are behind them or in front of them. 11 148029241V-3 2. Place 1 orange cone in the center of the track at least 15 feet from each end of your equipment. Note: Other equipment operators are required to stop when approaching an orange cone and may not proceed until it is removed. 3. Tagout the equipment according to the procedures in Section D. 4. After completing the maintenance or repair, promptly notify the Railroad Representative and all affected employees that you are discontinuing the lockout/tagout process. 5. Remove the cones and tags. B. Lockout/Tagout Procedures When Equipment Is Tied Up. When equipment is tied up on a track, follow these steps to service, maintain, adjust, or repair equipment: 1. Ensure that switches leading to the equipment have been lined against the track the equipment is on. • Ensure that switches are spiked, clamped, tagged, and locked to prevent movements onto that track. • If the switches cannot be locked, or if it is necessary to use part of the track for train or track car movements, you may protect equipment with a derail that is locked in the derailing position 150 feet or as conditions warrant in advance of the equipment. 2. Apply your scissors lock, personal padlock, and tag to these switches or derails. Note: The scissors lock allows others working on equipment to place their personal padlocks and tags to ensure their own lockout/tagout protection. EXCEPTION: When equipment is tied up under the direct supervision of an employee in charge: • The employee in charge may provide protection as long as he or she can prevent any movements onto that track. • Before beginning work, the operator or mechanic must inform the employee in charge of the operator or mechanic's presence and request permission to work on the equipment. • The employee in charge must not release the limits or allow movements onto the track until he or she communicates with all affected employees to make sure they are in the clear. 3. Place 1 orange cone on each side of your equipment. EXCEPTION: If other equipment is within 15 feet, place the orange cones as far in advance of your equipment as possible. 4. Tagout the equipment according to the procedures in Section D. Note: If other employees are present, conduct a job briefing to discuss the lockout/tagout process being used. 5. After completing the maintenance or repair, promptly notify the employee in charge and all affected employees that you are discontinuing the lockout/tagout process. 12 14802924\V-3 6. Remove the cones, tags, and locks. 140/ 7. When the last lock is removed, remove the scissors lock. C. General Tagout Procedures. Follow these steps to tagout equipment: 1. Apply the equipment's parking brake. 2. Test the brake to make sure it holds the equipment in position. If the brake does not hold, or if you are not sure it will hold, block the equipment to prevent any unexpected movement. 3. Lower all hydraulic components to the ground or secure them with their locking devices. 4. Mechanically secure all equipment components in a safe condition. Note: Components must be mechanically locked or blocked to prevent any movement of the equipment or component, which could endanger workers in the area. 5. Shut down -the equipment at the operator's controls. 6. Attach a "Do Not Operate" tag at the operator's controls for each worker. 7. Remove the key from the ignition switch of engine powered equipment such as welders, light plants, small compressors, etc. If the ignition key does not remove all electrical control sources, or if the equipment does not have an ignition key switch, place the main battery switch in the OPEN position and secure the battery box. Attach a "Do Not Operate" tag. If the equipment does not have a battery disconnect switch, disconnect the battery leads and attach a "Do Not Operate" tag to the battery lead. Place as many tags as necessary to ensure that the equipment will not be started or energized unexpectedly. 8. Remove any sources of stored energy, including: • Electrical • Mechanical • Hydraulic • Pneumatic • Chemical • Thermal • Any other sources that may activate a component 9. Follow any special manufacturer procedures to ensure that the equipment is safe for performing maintenance or service. 10. Test the security of the tagout. If the equipment cannot be started and the components cannot be energized, you can start maintenance or service safely. 13 14802924\V-3 8.0 Railroad's Responsibility for Protecting Absolute Work Zones As provided in the Construction Coordination Agreement, the Railroad flagger shall render all tracks within an Absolute '%%n/ Work Zone inaccessible to rail -mounted traffic at or beyond the point of connection with live track, so as to avoid inadvertent access into the Absolute Work Zone by the Railroad's trains, engines, cars or other moveable equipment. As limited by the Construction Coordination Agreement and all applicable agreements, should the Railroad be required to enter an Absolute Work Zone with trains, engines, cars or other moveable equipment, the Railroad shall notify and coordinate with the Contractor in advance. 8.1 Construction Activities near Live Tracks When Contractor's work occurs near live track requiring a coordinated stoppage of the Railroad's trains, engines, cars or other moveable equipment and personnel, the Contractor and the Railroad Representative shall communicate and coordinate to define all safe distances and space needed by the Contractor to perform its duties safely. 14 14802924\V-3 EXHIBIT D TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT �i Section 1. NOTICE OF COMMENCEMENT OF WORK. UP Contractor shall notify the designated representative of NTTA (the "NTTA Representative") at least 5 working days in advance of proposed performance of any work by UP Contractor on the NTTA Property. Section 2. LIMITATION OF RIGHTS GRANTED. The foregoing grant of right is subject to the continuing right of NTTA to use and maintain its entire property including the right and power of NTTA to construct, maintain, repair, renew, use, operate, change, modify or relocate NTTA roadways, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or all parts of the NTTA Property, subject to the express limitations on NTTA's activities contained in Sections 7, 8, 9(a), 9(b), 9(d) and 9(f) of the Retaining Wall Access and Maintenance Agreement between NTTA and UP to which this Exhibit is attached, all or any of which may be freely done at any time or times by NTTA without liability to UP Contractor or to any other party for compensation or damages, except as otherwise provided in such Sections. Section 3. NO INTERFERENCE WITH NTTA'S OPERATION. No work performed by UP Contractor pursuant to this Agreement shall cause any interference with the constant, continuous and uninterrupted use of the SWP/SH 121 by NTTA or its customers or invitees, unless specifically authorized in advance by the NTTA Representative. Nothing shall be done or suffered to be done by UP Contractor at any time that would in any manner impair the safety thereof. When not in use, UP Contractor's machinery and materials shall be kept at least 50 feet from the centerline of NTTA's nearest traffic lane, and there shall be no vehicular crossings of SWP/SH 121 except at existing open public crossings, unless specifically authorized in advance by the NTTA Representative. Section 4. MECHANIC'S LIENS. UP Contractor shall pay in full all persons who perform labor or provide materials for the work by or at the direction of UP Contractor pursuant to this Agreement. UP 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 NTTA for any such work performed, and if any such lien shall be filed or recorded, UP Contractor shall promptly pay, discharge or bond such lien. UP Contractor shall indemnify and hold harmless NTTA from and against any such liens resulting from such work done, labor performed, or materials furnished on behalf of UP Contractor. UP Contractor further agrees in the event that an action to foreclose any such lien same shall be commenced, upon notice thereof being provided by NTTA, to defend the same free of cost, charge or expense to NTTA. Section 5. PROTECTION OF UTILITIES. a. Fiber optic cable and other utility systems may be buried on the NTTA Property. Protection of the fiber optic cable and other utility systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. UP Contractor shall telephone 1-800-_- (a 24-hour, 7-day number for emergency calls) during normal business hours (7 A.M. to 9 P.M., CST, Monday -Friday, except holidays) to determine if fiber optic cable D-1 14785759\V-11 or other utilities are buried anywhere on the NTTA Property. If there are, UP Contractor will telephone the telecommunications or other utility company (ies) involved, arrange for a utility locator, make arrangements for relocation or other protection of the applicable utility, and will commence no work on the right of way until all such protection or relocation has been accomplished. b. In addition to other indemnity provisions in this Agreement, UP Contractor shall indemnify and hold NTTA 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 UP Contractor, its agents and/or employees, to the extent (and in the proportion) it causes or contributes to (1) any damage to or destruction of any telecommunications or utility system on the NTTA Property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications or utility company, and/or UP Contractor, or their respective agents and/or employees, on the NTTA Property. Section 6. COMPLIANCE WITH LAWS. In the prosecution of the work on the NTTA Property, UP 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. UP Contractor shall use only such methods as are consistent with safety, both as concerns UP Contractor, UP Contractor's agents and employees, the officers, agents, employees and property of NTTA and the public in general. UP Contractor (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts and regulations. If any failure by UP Contractor to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against NTTA, UP Contractor shall reimburse and indemnify NTTA for any such fine, penalty, cost, or charge, including without limitation attorneys' fees, court costs and expenses. UP Contractor further agrees in the event of any such action, upon notice thereof being provided by NTTA, to defend such action free of cost, charge, or expense to NTTA. Section 7. SAFETY INSTRUCTIONS. Safety of personnel, property, tollway operations and the public is of paramount importance in the prosecution of work on the NTTA Property pursuant to this Agreement. As reinforcement of the foregoing, the following special safety rules shall be followed: a. UP Contractor shall keep those conditions and features of the NTTA Property under the control of UP Contractor free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the work to be performed by them pursuant to this Agreement. UP Contractor shall have proper first aid supplies available on the job site so that prompt first aid services can be provided to any person that may be injured on the NTTA Property. UP Contractor shall promptly notify NTTA of any U.S. Occupational Safety and Health Administration reportable injuries occurring to any person that may arise during the work performed on the NTTA Property pursuant to this Agreement. UP Contractor shall have a non -delegable duty to control its employees while they are on the NTTA Property to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug, narcotic or other substance that may inhibit the safe performance of work by the employee. b. The employees of UP Contractor shall be suitably dressed to perform their duties on the NTTA Property safely and in a manner that will not interfere with their vision, hearing or free use of their hands or feet. Only waist length shirts with sleeves and trousers that cover the entire leg are to be worn. D-2 I4785759\V-II If flare -legged trousers are worn, the trouser bottoms must be tied to prevent catching. The employees should wear sturdy and protective work boots and at least the following protective equipment: (1) Protective head gear that meets American National Standard-Z89.1-latest revision. It is suggested that all hardhats be affixed with UP Contractor's or its subcontractor's company logo or name. (2) Eye protection that meets American National Standard for occupational and educational eye and face protection, Z87.1-latest revision. Additional eye protection must be provided to meet any applicable specific job situations such as welding, grinding, burning, etc.; and (3) Hearing protection which affords enough attenuation to give protection from noise levels that will be occurring on the job site. C. All heavy equipment provided or leased by UP Contractor for use on the NTTA Property shall be equipped with audible back-up warning devices. If in the opinion of the NTTA Representative any of UP Contractor's or any of its subcontractors' equipment is unsafe for use on the NTTA Property, UP Contractor, at the request of the NTTA Representative, shall promptly remove such equipment from the NTTA Property. Section 8. INDEMNITY. a. As used in this Section, "NTTA" includes NTTA and other NTTA companies using the NTTA Property at or near the location of UP Contractor's work and their officers, agents, and employees; and "Loss" means loss, damage, claims, demands, actions, causes of action, penalties, costs, and expenses 1*4•oe of whatsoever nature, including court costs and reasonable attorneys' fees, which result from: (a) injury to or death of persons whomsoever (including NTTA's officers, agents, and employees, UP Contractor's officers, agents, and employees, as well as any other person); and/or (b) damage to or loss or destruction of property whatsoever (including UP Contractor's property, damage to the roadways, structures, equipment, or other property of NTTA, or property in UP Contractor's care or custody). b. As a major inducement and in consideration of the rights of entry herein granted, UP Contractor agrees, to the extent allowable at law, to indemnify and hold harmless NTTA from any Loss to the extent (and in the proportion) it is due to or arises from the work performed under this Agreement, a breach of this Agreement (including the health and safety provisions herein) by UP Contractor, any activity of UP Contractor under this Agreement, or any omission or negligence arising out of performance or nonperformance of this Agreement by UP Contractor. Notwithstanding the foregoing, UP Contractor shall not be required to indemnify, defend and/or hold harmless NTTA from, and the foregoing indemnity shall not apply to, any pre-existing hazardous or toxic materials or contamination upon or underneath the NTTA Property that may be discovered as a result of UP Contractor's work, testing or studies. C. UP Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions brought by UP Contractor's own employees. UP Contractor waives any immunity it may have under worker's compensation or industrial insurance acts to indemnify NTTA under this Section 8. UP 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 act or the Federal Employers' Liability Act against a party to this Agreement may be relied upon or used by either party in any attempt to assert liability against the other. D-3 14785759\V-I1 Section 9. RESTORATION OF PROPERTY. In the event NTTA authorizes UP Contractor to take down any fence of NTTA or in any manner move or disturb any of the other property of NTTA in connection with the work to be performed by UP Contractor pursuant to this Agreement, then in that event UP Contractor shall, as soon as possible and at UP 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. UP Contractor shall remove all of UP Contractor's tools, equipment and materials from the NTTA Property promptly upon completion of the work, restoring the NTTA Property to the same state and condition as when UP Contractor entered thereon. Section 10. WAIVER OF BREACH. Waiver by NTTA of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by UP Contractor shall in no way impair the right of NTTA to avail itself of any remedy for any subsequent breach thereof, and waiver by UP Contractor of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by NTTA shall in no way impair the right of UP Contractor to avail itself of any remedy for any subsequent breach thereof. Section 11. ASSIGNMENT -SUBCONTRACTING. UP Contractor shall not assign this Agreement, or any interest herein, without the written consent of NTTA and any attempt to so assign without the written consent of NTTA shall be void; provided that UP Contractor shall have the right to enter into subcontracts for the performance of the work on the condition that UP Contractor is and shall remain responsible for all work of subcontractors and all work of subcontractors shall be governed by the terms of this Agreement. 1%00" Section 12. TRAFFIC CONTROL. UP Contractor shall be responsible for implementing such traffic control measures as NTTA reasonably shall deem necessary in connection with the operations of UP Contractor on the roads and access ways within the NTTA Property, all at UP Contractor's expense. D-4 14785759\V-11 EXHIBIT D-1 TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT UP CONTRACTOR INSURANCE REQUIREMENTS UP Contractor shall, at its sole cost and expense, procure and maintain during the performance of any work on the NTTA Property pursuant to this Agreement the following insurance coverage: (a) General Liability insurance providing bodily injury including death, personal injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. This insurance shall contain broad form contractual liability with a separate general aggregate for the project (ISO Form CG 25 03 or equivalent). Exclusions for explosion, collapse and underground hazard shall be removed. Coverage purchased on a claims made form shall provide for at least a two (2) year extended reporting or discovery period if (i) the coverage changes from a claims made form to an occurrence form, (ii) there is a lapse/cancellation of coverage, or (iii) the succeeding claims made policy retroactive date is different for the expiring policy. (h) Automobile Liability, insurance providing bodily injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim. This insurance shall cover all motor vehicles including hired and non -owned, and mobile equipment if excluded from coverage under the general public liability insurance. (c) Workers' Compensation insurance covering UP Contractor's statutory liability under the workers' compensation laws of the state(s) affected by this agreement, and Employers' Liability. If such insurance will not cover the liability of UP Contractor in states that require participation in state workers' compensation fund, UP Contractor shall comply with the laws of such states. If UP Contractor `oe is self -insured, evidence of state approval must be provided. 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 NTTA in the schedule as the alternate employer (or a substitute form providing equivalent coverage). (d) Umbrella or Excess insurance. If UP Contractor utilizes umbrella or excess policies, these policies must "follow form" and afford no less coverage than the primary policy. UP Contractor's contractors and its insurers shall endorse the required insurance policy(ies) to waive their right of subrogation against NTTA. UP Contractor and its insurers also waive their right of subrogation against NTTA for loss of its owned or leased property or property under its care, custody and control. UP Contractor's insurance shall be primary with respect to any insurance carried by NTTA. The policy (ies) required under (a) and (b) above shall provide severability of interests. All policy (ies) required above (except workers' compensation and employers liability) must include UP 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 NTTA as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage for NTTA's negligence whether sole or partial, active or passive, and shall not be limited by UP Contractor's liability under the indemnity provisions of this Agreement. Prior to commencing the Work, UP Contractor shall have its contractor furnish to NTTA certificate(s) of insurance evidencing the required coverage and endorsements and upon request, a `,e certified duplicate original of any required policy. The certificate(s) shall contain a provision that D-1-1 14785759\V-11 obligates the insurance company (ies) issuing such policy (ies) to notify NTTA in writing of any material alteration including any change in the retroactive date in any "claims -made" policies or substantial reduction of aggregate limits, if such limits apply, or any cancellation at least thirty (30) days prior thereto. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this agreement, or (b) all punitive damages are prohibited by all states in which this agreement will be performed. The insurance policy (ies) shall be written by a reputable insurance company (ies) acceptable to NTTA or with a current Best's Insurance Guide Rating of A— and Class VII or better, and authorized to do business in Texas. The fact that insurance is obtained by UP Contractor shall not be deemed to release or diminish the liability of UP Contractor, including, without limitation, liability. under the indemnity provisions of this Agreement. D-1-2 14785759\V-II EXHIBIT E TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT Section III.R. of the Formal Agreement R. DISPUTE RESOLUTION The Parties agree that any disputes among the Parties to this Formal Agreement arising out of or relating to this Formal Agreement (a "Dispute"), including, without limitation, all rights to receive payments from, or the benefits of performance by, another Party hereto inuring to a Party under or as a result of this Formal Agreement and all obligations to make payments or perform duties owed by a Party arising under or as a result of this Formal Agreement, shall be resolved exclusively as set out in this Section III.R. Disputes regarding either (a) design, engineering, construction methods, construction sequencing, operations or any other matters that involve or affect the functionality, safety or operation of the Davidson Yard, SWP/SH 121 or any of the other highways, roads, bridges or tracks referenced herein or (b) any Party's failure to provide, or interference with, UPRR's or the NTTA's right and ability to advance its construction activities during, with respect to UPRR, the UPRR Construction Period, or, with respect to the NTTA, during the NTTA Construction Period, pursuant to this Formal Agreement (the "Non - Arbitrable Disputes") shall be resolved solely by the procedures set forth in subsection III.R.1. and shall not be subject to mediation or arbitration, but shall instead, if not resolved under subsection III.R. L, be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties (as hereinafter defined). Except as provided in the following sentence, disputes regarding all other Disputes (the "Arbitrable Disputes") shall be resolved by the procedures set forth in subsections III.R.1., 2., and 3. Notwithstanding anything to the contrary contained in this Section III.R. or otherwise in this Formal Agreement, TxDOT cannot agree, and does not agree, to final, exclusive, and binding arbitration and, consequently, a Dispute with TxDOT (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) shall under no circumstances be resolved by the procedures set forth in subsection III.R.3., but shall instead, if not resolved under subsection III.R.1., be resolved as provided in the penultimate sentence of subsection III.R.2. 1. Informal Resolution. If any Party believes a Dispute exists, that Party may notify all of the other Parties pursuant to the notice provisions of this Formal Agreement that a Dispute exists, and of the specific nature of the Dispute. For a period of 10 business days after receipt of such notice, all Parties shall negotiate in good faith to resolve the Dispute. If the negotiations are not successful, any Party may notify in writing the other Parties that the provisions of this Section III.R. shall be invoked (the "Resolution Start Notice"). The Resolution Start Notice shall include (a) a statement of such Party's position on the Dispute, (b) a summary of the reasons supporting such Party's position and (c) a proposed resolution to such Dispute that would be satisfactory to such Party. Within 5 14"001 business days from receipt of the Resolution Start Notice, each Party receiving E-1 14785759\V-11 such Resolution Start Notice shall either (i) notify the other Parties that it is not 14=01 involved in or affected by such Dispute and will not participate in the resolution thereof or (ii) deliver to the other Parties a written response to the Dispute (a "Resolution Response Notice"). Each Resolution Response Notice shall include (x) a statement of such Party's position on the Dispute, (y) a summary of the reasons supporting such Party's position and (z) a proposed resolution of such Dispute that would be satisfactory to such Party. If a Party either notifies the other Parties that it is not involved in or affected by such Dispute or fails to issue a Resolution Response Notice within the applicable time period, such Party shall be excluded from the resolution process for such Dispute and the Party sending the Resolution Start Notice and the Parties timely delivering Resolution Response Notices shall be deemed to be the "Involved Parties" with respect to such Dispute, provided however that if any Involved Party gives written notice to the other Involved Parties within 15 business days after receipt of the Resolution Start Notice claiming that a Party desiring or deemed to be uninvolved in such Dispute is a necessary party to the resolution of such Dispute, such Party shall be deemed an Involved Party and shall participate in the resolution process. Each Party hereby designates the following senior executive of such Party (the "Designated Executive") and agrees that such Designated Executives shall have full authority to resolve such Dispute. The Designated Executive for UPRR shall be John Hovanec. The Designated Executive for NTTA shall be Rick Herrington. The Designated Executive for the City shall be Bryan Beck. The Designated Executive for TxDOT shall be Maribel Chavez. In the event any Designated Executive is no longer employed by the applicable Party or has ,"WI undertaken a new position with such Party that does not include responsibilities related to this Formal Agreement, such Party shall designate a replacement, and deliver written notice of such replacement to the other Parties. Any Party may also replace its Designated Executive upon written notice to the other Parties. The Designated Executives shall immediately begin to communicate regarding the Dispute, including attendance at a personal meeting if requested by any other Designated Executive, and shall exercise good faith efforts to resolve the Dispute fairly and completely within 30 days from the date of the last Resolution Response Notice. If the Dispute has not been resolved within 30 days of the submission of such Dispute to the Designated Executives (or at any time after such submission, if any Involved Party believes that time is of the essence with respect to such Dispute and that the resolution process should be expedited), then any Involved Party may by written notice to the other Involved Parties refer the Dispute to the Chief Executive Officers (or persons having equivalent decision -making authority regardless of title) of the Involved Parties for their review and resolution. 2. Non -Binding Mediation. If the applicable Chief Executive Officers do not resolve the Dispute within 20 days of submission to them, then any Involved Party may give written notice to the other Involved Parties of its intent to lftwoo� mediate the Dispute. If the Involved Parties do not agree upon a mediator within E-2 14785759\V-I1 20 days following the other Involved Parties' receipt of the notice of the intent to mediate, any Involved Party may refer the matter to the Austin office of the American Arbitration Association for non -binding mediation. The Designated Executives for the Involved Parties shall attend the mediation in person. The applicable Chief Executive Officers will not be required to attend the mediation in person, but will remain involved in the mediation process to consult with the Designated Executives. Subject to the availability of the mediator, any mediation shall be initiated within 30 days (or other mutually agreed time period) of the selection of the mediator, and the mediation process must be concluded within 45 days (or other mutually agreed time period) from the mediation start date. If such mediation is concluded without a resolution to the Dispute that is satisfactory to all of the Involved Parties, (a) if such Dispute is an Arbitrable Dispute, it shall be resolved pursuant to the procedures set forth in subsection III.R.3., or (b) if such Dispute is a Non -Arbitrable Dispute, it shall not be subject to the procedures set forth in such subsection III.R.3., but shall instead be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties. Notwithstanding the foregoing, any Dispute (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) in which TxDOT is an Involved Party shall not be subject to the procedures set forth in such subsection III.R.3., but instead the Party asserting the Dispute may seek to resolve the Dispute through either its exercise of any remedy or means available in law or equity or by the subsequent agreement of all of the Involved Parties. The costs and expenses of mediation, including compensation and expenses of the mediator, but excluding attorneys' fees incurred by any Party, shall be borne 50% by UPRR and 50% by the other Involved Parties, unless such Dispute is between the Project Partners, in which case each Project Partner shall bear an equal share of such costs, compensation and expenses. 3. Final, Exclusive and Binding, Arbitration. Any Arbitrable Dispute that is not resolved consistent with the procedures in subsections III.R.1. and 2. and does not include TxDOT as an Involved Party shall be finally resolved by final, exclusive, and binding arbitration under this subsection III.R.3. Judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. (a) The arbitration process will be commenced by the initiating Party giving written notice to the other Involved Parties of its intention to arbitrate such Arbitrable Dispute (the "Arbitration Demand"). The Arbitration Demand specifically shall identify the questions to be submitted for arbitration. The other Involved Parties, within 10 business days after receipt of the Arbitration Demand, shall submit a written response to the initiating Party and the other Involved Parties that specifically responds to the questions identified in the Arbitration Demand and identifies any additional questions (which may include counterclaims or additional claims against the initiating E-3 14785759\V-11 Party arising under this Formal Agreement) to be submitted for arbitration in connection with such Arbitrable Dispute. The initiating Party, within 10 business days after receipt of the last of such response(s), shall deliver to each other Involved Party a written response that specifically responds to any new questions identified in such response(s). (b) Venue for the arbitration shall be as set out below, unless otherwise mutually agreed by the Involved Parties. Within 20 business days after the Arbitration Demand is made, UPRR shall choose one arbitrator and the Involved Party or Parties that are Project Partners will jointly designate one arbitrator (collectively, the "party arbitrators") and shall notify the other Involved Parties of such choice. Within 10 days after notice is served of their appointment by such Involved Parties, the two arbitrators so chosen will appoint a third arbitrator (the "Chairperson"). The three arbitrators are hereinafter referred to as the "Arbitration Panel". Disputes which primarily involve interpretations of the scope or nature of the Parties' legal rights and obligations under this Formal Agreement shall be determined by arbitrators who are practicing attorneys or retired judges having at least 10 years experience of involvement in the litigation or arbitration of public or commercial contract disputes. Disputes which primarily involve claims or defenses based on the nature of the construction to be performed pursuant to this Formal Agreement or the facts and circumstances surrounding the execution of such construction shall be determined by arbitrators who have at least 10 years experience of ,%..i involvement in both large-scale rail transportation and large-scale highway transportation projects as either an officer or construction manager at a nationally recognized construction, construction management, or civil engineering firm that has not been employed by any of the Project Partners or UPRR during the past 5 years. If the selecting Involved Parties disagree about the type of arbitrators to be appointed for any Dispute, each such selecting Involved Party shall designate the type of arbitrator it deems appropriate and the party arbitrators shall select a Chairperson of the type they deem appropriate. The Chairperson shall preside over the Arbitration Panel. Any issue presented to the Arbitration Panel shall be decided by two or more of the arbitrators; provided, however, that in the event two or more panel members cannot reach agreement on any particular issue, the issue shall be decided by the Chairperson. If the two arbitrators so chosen are unable to select a Chairperson as provided above, the Chairperson shall be selected by a Judge of the United States Federal District Court sitting in Austin, upon a petition that forthwith shall be filed by the two arbitrators selected by the Involved Parties. Once the arbitration process has commenced and until it has concluded, the arbitrators shall not communicate ex parte with any of the Involved Parties or their representatives concerning the arbitration. The Arbitration Panel, when complete, shall meet forthwith with the Involved Parties in an initial hearing to discuss procedures and preliminary issues. E-4 14785759\V-11 (c) At the request of any Involved Party, or at the discretion of the Arbitration Panel, ,%wool and consistent with the expedited nature of the arbitration procedure set forth in this Formal Agreement, the Arbitration Panel may direct the following discovery: (i) the production of documents and other information; (i i) the depositions of select witnesses identified by the Involved Parties; and (i i i) answers to written interrogatories or requests for admissions. (d) The Arbitration Panel may, in its discretion, apply the standards of Federal Rule of Civil Procedure 26 in order to resolve any disputes that may arise in connection with these discovery procedures. In addition, at the request of any Involved Party, the Arbitration Panel may enter such protective orders as are appropriate to protect trade secret, proprietary and confidential information. (e) The discovery and disclosure addressed in this Section III.R. shall be completed within 90 days after the initial hearing. If necessary to compel attendance of witnesses to provide testimony at depositions or at trial or to provide documents, any Involved Party or the Arbitration Panel may ,%wool petition any court of competent jurisdiction to issue subpoenas compelling discovery. (f) The Arbitration Panel shall, with reasonable diligence (not to exceed 120 days after the initial hearing) conduct an evidentiary hearing, and such other proceedings as they deem appropriate, and complete those proceedings. The evidentiary hearing, and all other hearings, will be held after reasonable notice is given of the time and place to the Involved Parties. At the evidentiary hearing, each Involved Party will be permitted to present its case, witnesses and evidence, if any, in the presence of the other Involved Parties, and to conduct direct and cross-examination as the Arbitration Panel may decide is appropriate. Witnesses will testify under oath and the oath taken shall have the same effect as testifying before a court of competent jurisdiction. The Involved Parties may offer such evidence as is relevant and material to such Arbitrable Dispute and shall admit such evidence as the Arbitration Panel may deem necessary to an understanding and determination of such Dispute. Conformity to legal rules of evidence shall not be necessary; provided, however; that the Arbitration Panel may consider the requirements of the Federal Rules of Evidence in resolving issues that may arise concerning the admissibility of evidence. All evidence shall be taken in the presence of all of the arbitrators and all of the Involved Parties. A written transcript of the hearing may, at the request of any Involved Party, be made. If more than E-5 14785759\V-11 one Involved Party requests a transcript, the requesting Involved Parties 'WSMOO, shall split the cost. If one or more Involved Parties requests a transcript, it or they shall pay the cost but shall have no obligation to provide a copy to the other Involved Parties. Within 10 days after the close of the evidentiary hearing, each Involved Party shall have the right to submit a written brief setting forth such Involved Party's position. (g) A majority of the Arbitration Panel (or the Chairperson if a majority cannot be obtained) forthwith shall issue its arbitration decision, which shall be in writing and delivered to all Involved Parties, within 30 days after the deadline for submittal of written briefs, provided, that the Project Partners and UPRR acknowledge and agree that any damages awarded under these arbitration proceedings are and shall be expressly limited as provided in subsection III.P.13. of this Formal Agreement and all of the limitations and maximum amounts set forth in such subsection shall apply to any such awards regardless of any action or holdings to the contrary by the arbitrators therein. The Arbitration Panel shall interpret this Formal Agreement and shall follow the statutory and common law that applies to the Arbitrable Dispute. The Arbitration Panel is hereby expressly authorized to include interest on any amounts awarded accruing prior to the date of such award at the rate and on the terms provided for in subsection III.1.4. of this Formal Agreement. Nothing contained herein shall be deemed to give the Arbitration Panel any authority, power or right to change, modify, add to or subtract from any of the provisions of this Formal Agreement. The decision will state the reasons upon which it is based. The decision will be final and binding upon all of the Involved Parties, but shall not in any way affect the rights or obligations of the Parties which were not Involved Parties. The Involved Parties forthwith shall comply therewith. Judgment in any court of competent jurisdiction on the Arbitration Panel's decision and award may be entered on the request of any Involved Party or of the Arbitration Panel. Such judgment shall have the same effect as any other judgment entered by such court where venue is appropriate and there is jurisdiction over the Involved Parties and the subject matter of the Dispute. Payment of damages pursuant to the arbitration decision shall be made within 30 days after entry of the Arbitration Panel's decision, whether or not it has yet been reflected in a judgment of any such court. UPRR, the City and the NTTA each hereby expressly agrees that the Arbitration Panel shall have jurisdiction to render a decision as set forth in this Section III.R. and that a court shall have jurisdiction to enter a judgment on the Arbitration Panel's award and that neither the rendering of such award or the entry of judgment on such award are preempted under state or federal law, and UPRR, the City and the NTTA each expressly waives any defense to the Arbitration Panel rendering an award or the entry of judgment on such award based on state or federal preemption. E-6 14785759\V-11 (h) Unless otherwise ordered by the Arbitration Panel, each of the Involved Parties shall bear the costs of the arbitrator selected by it, its own attorneys fees, and its own other costs associated with the arbitration, and UPRR, on the one hand, and the other Involved Parties, on the other hand, shall each bear 50% of the fees and costs incurred in connection with the Chairperson, unless such Dispute is between the City and the NTTA in which case the City and NTTA will each bear 50% of such fees and costs incurred in connection with the Chairperson. The deadlines set forth in this subsection III.R.3. may be extended by the agreement of the Involved Parties, by the Arbitration Panel or at the request of any Involved Party upon a showing of good cause. The Arbitration Panel shall have the power and discretion, anything to the contrary in law or custom or contract notwithstanding, to award attorneys fees and costs in whole or in part to any Involved Party at any point in the proceedings pursuant to this Section III.R. of this Formal Agreement and/or if the Arbitration Panel determines that an Involved Party has acted in a dilatory manner, has proceeded in bad faith, or has caused unnecessary delay or needlessly increased the cost of the arbitration procedure. 4. Performance. Subject to the terms of subsection III.I.4, each of the Parties shall continue performance under this Formal Agreement during the process of resolving a Dispute, except to the extent that such performance is made commercially impracticable by reason of the existence of the Dispute. If it is contested that the ability to perform was made impracticable by the Dispute, that issue and damages relating thereto shall be decided by the Arbitration Panel in any evidentiary hearing and related proceedings. 5. Interim Relief. Notwithstanding the foregoing, any Party may resort to any court of competent jurisdiction to the extent reasonably necessary to (a) avoid expiration of a claim that might eventually be permitted, including claims seeking orders requiring compliance with this Section III.R., (b) obtain interim relief, including injunctive relief, to preserve the status quo or prevent irreparable harm, or (c) vindicate a Party's intellectual property rights, including, without limitation, the recovery of money damages for infringement or other misappropriation. 6. Confidentiality. The informal dispute resolution, mediation, and arbitration and all proceedings thereunder shall be confidential and, absent a court order or subpoena, no Party, nor any mediator, or arbitrator may disclose to any third party the existence, content (including communications, documents and pleadings), or results of any proceeding hereunder without the prior written consent of each Party. 7. Choice of Law and Forum. The Parties hereby agree that Texas law will apply to any Dispute, without giving effect to any conflict of law rules or other rules that might render such law inapplicable or unavailable. The Parties agree that all mediations and all arbitrations shall be conducted in Austin, Texas, except to the extent the Parties 1*0=001 explicitly agree otherwise in writing. The Parties (except TxDOT) agree to sign all E-7 14785759W-I1 EXHIBIT A-11 APPROVED FORM OF RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT BETWEEN RAILROAD AND TXDOT [follows this page] A-11-1 DAL:0567318/47205:1851513v10 tii NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. After Recording Return to: Locke Lord Bissell & Liddell LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201 Attention: Frank E. Stevenson II RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT This Retaining Wall Access and Maintenance Easement Agreement (this "Agreement") is executed as of , 2009, by and between the TEXAS DEPARTMENT OF TRANSPORTATION, an agency of the State of Texas ("TxDOT'), having an address of Fort Worth District Office, 2501 SW Loop, Fort Worth, Texas 76133, Attention: District Engineer, pursuant to Minute Order passed by the Texas Transportation Commission on , 2009, as shown by the official minutes of the Texas Transportation Commission, and UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("UP" ), having an address of 1400 Douglas Street - STOP 1580, Omaha, Nebraska 68179. TxDOT and UP and their respective successors and assigns may �� be collectively referred to herein as the "Owners". RECITALS A. TxDOT, UP, the North Texas Tollway Authority, a regional tollway authority and political subdivision of the State of Texas ("NTTA"), and the City of Fort Worth, Texas, a Texas home - rule municipality (the "Cily" and, together with NTTA and TxDOT, the "Project Partners"), have entered into that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement (the "Fifth Amendment") dated as of September 2009 (as amended, the "Formal Agreement"), pursuant to which UP and the Project Partners established certain agreements and understandings with respect to the design, construction, operation and maintenance of Southwest Parkway/SH 121 and the related interchanges with, among other things, Interstate Highway 30 (herein called "SWP/SH 121" or the "SWP/SH 121 right of way"). B. Pursuant to the Formal Agreement, NTTA has agreed to design and construct (among other things), and TxDOT has agreed to maintain, those certain retaining walls generally depicted on Exhibit A-1 attached hereto and made a part hereof called, respectively, the "Rosedale to Rogers Wall", the "Rogers to University Wall", the "University to Trinity Wall" and the "Trinity to Forest Park Wall" (collectively, the "TxDOT Retaining Walls'), all of which TxDOT Retaining Walls are to be located on real property owned by TxDOT as part of the right-of-way for SWP/SH 121 (including, without limitation, the portions thereof acquired this date by TxDOT from UP), subject to the TxDOT Permitted �� Encroachments onto Davidson Yard provided for herein, and are in relatively close proximity to adjoining property owned by UP commonly known as the Davidson Yard (herein so called). The TxDOT Retaining Walls are needed due to the differences between the elevations required for SWP/SH 121 and the elevations required for UP's uses on adjoining portions of the Davidson Yard and are a part of the design, construction, operation and maintenance of Southwest Parkway/SH 121 (the "SWP/SH 121 Project"). The TxDOT Retaining Walls are to be constructed during the early phase of the SWP/SH 121 Project as described in Schedule 6 to the Fifth Amendment. The term "TxDOT Retaining Walls" shall include all foundations, footings and footing drains shown on the NTTA Wall Plans (as defined below). C. Pursuant to the Formal Agreement, UP has agreed to design, construct and maintain (among other things) those certain retaining walls generally depicted on Exhibit B-1 attached hereto and made a part hereof called, respectively, the "Abut Connection Wall West", the "Abut Connection Wall East", and the "Forest Park to FWWRR Wall" (collectively, the "UP Retaining Walls" and, together with the TxDOT Retaining Walls, the "Retaining Walls"), all of which UP Retaining Walls are to be located on real property owned by UP commonly known as the Davidson Yard (herein so called), including, without limitation, the portions thereof acquired this date by UP from TxDOT), subject to the UP Permitted Encroachments onto S WP/SH 121 provided for herein, and are in relatively close proximity to adjoining property owned by TxDOT as part of the right-of-way for SWP/SH 121. The UP Retaining Walls are needed due to the differences between the elevations required for SWP/SH 121 and the elevations required for UP's uses on adjoining portions of the Davidson Yard and are a part of the Railroad Project (as defined in the Formal Agreement). D. The Owners desire to enter into this Agreement in order to establish each Owner's respective rights and obligations with respect to the maintenance, repair and restoration of the Retaining Walls, the Drainage Systems (defined below) and the Water Runoff Systems (defined below) following the initial construction and completion thereof in accordance with the Formal Agreement and that Construction Coordination Agreement dated as of September 2009 between NTTA, UP and the City (as amended from time to time, the "Construction Agreement'). �"` AGREEMENTS NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owners hereby agree as follows: 1. Rosedale to Rogers Wall. The Rosedale to Rogers Wall (RWUP02 and RWUP03) will be constructed by NTTA in the locations specified, and otherwise substantially in accordance with, the Retaining Wall Plans and Profiles (the "NTTA Wall Plans") attached hereto as Exhibit A-2. The back of the Rosedale to Rogers Wall at finish grade at the top of the Rosedale to Rogers Wall will be approximately located on the common boundary line between SWP/SH 121 and the Davidson Yard. Below finish grade, the Rosedale to Rogers Wall and the foundations, footings and footing drains for the Rosedale to Rogers Wall will extend onto the Davidson Yard by the distances indicated on the NTTA Wall Plans. After completion of the Rosedale to Rogers Wall, UP will place backfill and surface drains behind the Rosedale to Rogers Wall in accordance with the final construction plans and specifications developed by NTTA from the NTTA Wall Plans and approved by UP, subject to reimbursement from the NTTA for a portion of the cost thereof as provided in the Fifth Amendment. 2. Rogers to University Wall. The Rogers to University Wall (RWUPOI) will be constructed by NTTA in the locations specified, and otherwise substantially in accordance with, the NTTA Wall Plans attached hereto as Exhibit A-3. The back of the Rogers to University Wall at finish grade at the top of the Rosedale to Rogers Wall will be approximately located on the common boundary line between SWP/SH 121 and the Davidson Yard. Below finish grade, the Rogers to University Wall, and the foundations, footings and footing drains for the Rogers to University Wall, will extend onto the 14"Mor Davidson Yard by the distances indicated on the NTTA Wall Plans. After completion of the Rogers to -2- 14813982\V-8 University Wall, UP will place backfill and surface drains behind the Rogers to University Wall in accordance with the final construction plans and specifications developed by NTTA from the NTTA Wall **mow, Plans and approved by UP, subject to reimbursement from the NTTA for a portion of the cost thereof as provided in the Fifth Amendment. 3. University to Trinity Wall. The University to Trinity Wall (W121-11 and W121-14) will be constructed by NTTA in the locations specified, and otherwise substantially in accordance with, the NTTA Wall Plans attached hereto as Exhibit A4. The back of the University to Trinity Wall at finish grade at the top of the University to Trinity Wall will be approximately located on the common boundary line between SWP/SH 121 and the Davidson Yard. Below finish grade, the University to Trinity Wall, and the foundations, footings and footing drains for the University to Trinity Wall, will extend onto the Davidson Yard by the distances indicated on the NTTA Wall Plans. As part of the initial construction of the University to Trinity Wall, NTTA will place required fill on the SWP/SH 121 right of way along the face of the University to Trinity Wall and perform initial grading of such area. Thereafter, UP will place backfill and surface drains behind the University to Trinity Wall in accordance with the final construction plans and specifications developed by NTTA from the NTTA Wall Plans and approved by UP, subject to reimbursement from the NTTA for a portion of the cost thereof as provided in the Fifth Amendment, and UP shall complete grading of such area. 4. Trinity to Forest Park Wall. The Trinity to Forest Park Wall is comprised of four (4) segments (Segment 121-7, Segment 121-8, Segment 121-19 and Segment 121-3) and will be constructed by NTTA in the locations specified, and otherwise substantially in accordance with, the NTTA Wall Plans attached hereto as Exhibit A-5. (a) The back of Segment 121-7 and Segment 121-8 of the Trinity to Forest Park Wall at finish grade at the top of such segment of the Trinity to Forest Park Wall will be `Wo" approximately located on the common boundary line between SWP/SH 121 and the Davidson Yard. Below finish grade, Segment 121-7 and Segment 121-8 of the Trinity to Forest Park Wall, and the foundations, footings and footing drains for Segment 121-7 and Segment 121-8 of the Trinity to Forest Park Wall, will extend onto the Davidson Yard by the distances indicated on the NTTA Wall Plans. UP will place backfill and surface drains behind such Segments in accordance with the final construction plans and specifications developed by NTTA from the NTTA Wall Plans and approved by UP, subject to reimbursement from the NTTA for a portion of the cost thereof as provided in the Fifth Amendment. (b) The face of Segment 121-19 of the Trinity to Forest Park Wall will be approximately located on the common boundary line between SWP/SH 121 and the Davidson Yard. The mow strip and related underdrain included in Segment 121-19 will extend at and below finished grade onto the Davidson Yard by the distances indicated on the NTTA Wall Plans. As part of the initial construction of Segment 121-19 of the Trinity to Forest Park Wall, NTTA will perform the initial excavation and grading along the face of such segment of the Trinity to Forest Park Wall to the extent needed for the construction of the Trinity to Forest Park Wall and will place all backfill and surface drains needed along the back of Segment 121-19 of the Trinity to Forest Park Wall. As part of the Railroad Project, UP shall perform the finish grading and excavation up to the mow strip and related underdrain along Segment 121-19 of the Trinity to Forest Park Wall as needed for the completion of the Railroad Project. (c) The back of Segment 121-3 of the Trinity to Forest Park Wall at finish grade at the top of such segment of the Trinity to Forest Park Wall will be approximately located on the common boundary line between SWP/SH 121 and the Davidson Yard. Below finish grade, lftmooe Segment 121-3 of the Trinity to Forest Park Wall, and the foundations, footings and footing drains for Segment 121-3 of the Trinity to Forest Park Wall, will extend onto the Davidson Yard -3- 14813982\V-8 by the distances indicated on the NTTA Wall Plans. As part of the initial construction of Segment 121-3 of the Trinity to Forest Park Wall, NTTA will perform the required excavation `001 and grading along the face of Segment 121-3 of the Trinity to Forest Park Wall. Thereafter, UP will place backfill and surface drains behind Segment 121-3 in accordance with the final construction plans and specifications developed by NTTA from the NTTA Wall Plans and approved by UP, subject to reimbursement from the NTTA for a portion of the cost thereof as provided in the Fifth Amendment. 5. Abut Connection Wall West. The Abut Connection Wall West will be constructed by UP in the locations specified, and otherwise substantially in accordance with, the Union Pacific Railroad General Arrangement Plan Sheets for UP Retaining Walls (the "UP Wall Plans") attached hereto as Exhibit B-2. Below finish grade, the Abut Connection Wall West, and the foundations and footings for the Abut Connection Wall West, will extend onto the SWP/SH 121 right of way by the distances indicated on the UP Wall Plans. As part of the Railroad Project, UP will perform the excavation and grading needed for the Abut Connection Wall West, including any excavation needed on the SWP/SH 121 right of way in connection with the construction of such foundations and footings, and will place the backfill and surface drains behind such Abut Connection Wall West in accordance with the final construction plans and specifications developed by UP from the UP Wall Plans and approved by NTTA. 6. Abut Connection Wall East. The Abut Connection Wall East will be constructed by UP in the locations specified, and otherwise substantially in accordance with, the UP Wall Plans attached hereto as Exhibit B-2. Below finish grade, the Abut Connection Wall East, and the foundations, footings and footing drains for the Abut Connection Wall East, will extend onto the SWP/SH 121 right of way by the distances indicated on the UP Wall Plans. As part of the Railroad Project UP will perform the excavation and grading needed for the Abut Connection Wall East, including any excavation needed on the SWP/SH 121 right of way in connection with the construction of such foundations and footings, and `mw, will place the backfill and surface drains behind such Abut Connection Wall East in accordance with the final construction plans and specifications developed by UP from the UP Wall Plans and approved by NTTA. 7. Forest Park to FWWRR Wall. The Forest Park to FWWRR Wall will be constructed by UP within the Davidson Yard in the locations specified, and otherwise substantially in accordance with, the UP Wall Plans attached hereto as Exhibit B-3. The face of the Forest Park to FWWRR Wall at finish grade at the base of the Forest Park to FWWRR Wall will be approximately located on the common boundary line between SWP/SH 121 and the Davidson Yard. Below finish grade, the Forest Park to FWWRR Wall, and the foundations, footings and footing drains for the Forest Park to FWWRR Wall, extend onto the SWP/SH 121 by the distances indicated on the UP Wall Plans. As part of the Railroad Project, UP will place the backfill and surface drains behind such Forest Park to FWWRR Wall in accordance with the final construction plans and specifications developed by UP from the UP Wall Plans and approved by NTTA. 8. Retaining Walls. The Owners acknowledge and agree that the preservation, repair and maintenance of the Retaining Walls is necessary for each of the Owners to use SWP/SH 121 and the adjoining areas of Davidson Yard, respectively, for their intended purposes. (a) The TxDOT Retaining Walls shall be so preserved, repaired and maintained by TxDOT at TxDOT's sole cost and expense (except as otherwise provided herein) for the exclusive use and benefit of both Owners, and their respective successors and assigns, subject to the terms and conditions of this Agreement. UP shall not cause, permit, do or suffer to be done any excavation, construction, grading or other activity on the Davidson Yard that will or may impair the integrity or proper operation of such TxDOT Retaining Walls (an "Impairment"), without making adequate provisions for the continued support and preservation of such TxDOT -4- 14813982\V-8 Retaining Walls, which provisions shall be submitted to TxDOT in advance and approved in writing by TxDOT. (b) The UP Retaining Walls shall be so preserved, repaired and maintained by UP at UP's sole cost and expense (except as otherwise provided herein) for the exclusive use and benefit of both Owners, and their respective successors and assigns, subject to the terms and conditions of this Agreement. TxDOT shall not cause, permit, do or suffer to be done any excavation, construction, grading or other activity on SWP/SH 121 that will or may impair the integrity or proper operation of such UP Retaining Walls (also an "Impairment"), without making adequate provisions for the continued support and preservation of such UP Retaining Walls, which provisions shall be submitted to UP in advance and approved in writing by UP. 9. Drainage Systems. The Owners acknowledge and agree that certain surface drainage systems, including both open ditches, concrete swales and piped systems (collectively, "Drainage Systems') have been or shall be installed along and behind the TxDOT Retaining Walls by UP as a part of the Railroad Project. Notwithstanding the foregoing, the parties acknowledge that the high ground level around Segment 121-19 of the Trinity to Forest Park Wall is on the SWP/SH 121 right of way and that incidental surface drainage onto the Davidson Yard from such Segment 121-19 will be permitted by UP, but such surface drainage shall not be included in the term "Drainage Systems" for purposes of this Agreement. The Drainage Systems permit the drainage of water from the Davidson Yard, including from the back of the TxDOT Retaining Walls, on, onto, over and across the SWP/SH 121 right of way. TxDOT hereby consents to such drainage of water on, onto, over and across the SWP/SH 121 right of way and hereby grants to UP and its successors and assigns, for the use of UP, its successors and assigns and their respective contractors, agents, consultants and employees, a permanent, irrevocable and exclusive easement for the discharge of water on, onto, over and across the SWP/SH 121 right of way, and TxDOT hereby agrees to accept and redirect such water runoff as provided in Section 10 below. The Drainage Systems shall be owned, operated, maintained and repaired by TxDOT, and any and all costs and expenses associated with the operation, repair and maintenance of the Drainage Systems shall be paid for by TxDOT. TxDOT shall not cause or permit any activity on the SWP/SH 121 right of way which will or may impair the integrity or proper operation of the Drainage Systems, the discharge of water on, onto, over and across the SWP/SH 121 right of way, or the acceptance and transport of such water by the Water Runoff Systems (also an "Impairment'), without making adequate provisions for the continued operation and preservation of the Drainage Systems and Water Runoff Systems, which provisions shall be submitted to UP in advance and approved by UP in its reasonable discretion. Similarly, UP shall not cause or permit any activity in the Davidson Yard which will or may impair the integrity or proper operation of the Drainage Systems (also an "Impairment") without making adequate provisions for the continued operation and preservation of the Drainage Systems, which provisions shall be submitted to TxDOT in advance and approved by TxDOT in its reasonable discretion. 10. Water Runoff Systems. The Owners acknowledge and agree that certain storm water ditches, culverts and/or pipes and related water disposition systems (collectively, "Water Runoff Systems") have been or shall be installed by TxDOT, at TxDOT's or NTTA's sole cost and expense on the SWP/SH 121 right of way as a part of the SWP/SH 121 Project. TxDOT covenants and agrees that the Water Runoff Systems will permanently and irrevocably accept and redirect the water drained onto SWP/SH 121 right of way by the Drainage Systems and other improved and unimproved points of drainage (including surface runoff) along the common boundaries of the Properties (as hereinafter defined), provided that UP shall not take any actions that could reasonably be expected to cause the outflow from the UP Property (as hereinafter defined) onto the TxDOT Property (as hereinafter defined) to increase, in any material respect, beyond the design capacities established in the current hydrology specifications for the Railroad Project, which have been reviewed and approved by NTTA. The Water Runoff Systems shall be constructed, installed, owned, operated, maintained and repaired by TxDOT and may be expanded or relocated or reconfigured by TxDOT, provided that any such expansion, relocation -5- 14813982\V-8 or reconfiguration does not result in an Impairment or otherwise materially and adversely affect the rights of UP under this Agreement. Any and all costs and expenses associated with the construction, installation, `gOr ownership, operation, repair and maintenance of the Water Runoff Systems or their expansion, relocation or reconfiguration shall be paid for by TxDOT (except as otherwise provided herein or as otherwise may be agreed to in the future if UP elects to increase its outflow onto the SWP/SH 121 right of way beyond that permitted hereunder). 11. Encroachment Easements. (a) UP hereby grants to TxDOT and its successors and assigns, for the use of TxDOT, its successors and assigns and their respective contractors, agents, consultants and employees, an irrevocable, permanent and exclusive easement for the maintenance, repair and replacement of the Drainage Systems and those portions of the foundations, footings, footing drains and mow strips of the TxDOT Retaining Walls that encroach over, and extend across, any boundary between SWP/SH 121 and the Davidson Yard (the "TxDOT Permitted Encroachments"), provided that such easement for the TxDOT Permitted Encroachments is hereby expressly limited to those portions of the Davidson Yard in which such Drainage Systems and foundations, footings, footing drains and mow strips of the TxDOT Retaining Walls are initially constructed and, except as otherwise expressly provided herein, is expressly limited to surface drains, concrete swales and subsurface encroachments and does not diminish UP's rights to use the remaining surface of the Davidson Yard around and above such surface drains and concrete swales (subject to the last sentence of Section 9) and above such foundations, footings, footing drains and mow strips for any purposes and to use any other portion of Davidson Yard above or below such Drainage Systems and foundations, footings, footing drains and mow strips, all such rights being hereby expressly reserved to UP and its successors and assigns, subject, however, to Section 8. (b) TxDOT hereby grants to UP and its successors and assigns, for the use of UP, its successors and assigns and their respective contractors, agents, consultants and employees, an irrevocable, permanent and exclusive easement for the maintenance, repair and replacement of those portions of the foundations, footings and footing drains of the UP Retaining Walls that encroach over, and extend across, any boundary between SWP/SH 121 and the Davidson Yard (the "UP Permitted Encroachments", and collectively with the TxDOT Permitted Encroachments, the "Permitted Encroachments"), provided that such easement for the UP Permitted Encroachments is hereby expressly limited to those portions of the SWP/SH 121 in which foundations, footings and footing drains of the UP Retaining Walls are initially constructed and, except as otherwise expressly provided herein, is expressly limited to subsurface encroachments and does not diminish TxDOT's rights to use the surface of the SWP/SH 121 above such foundations, footings and footing drains for any purposes and to use any other portion of SWP/SH 121 above or below such foundations, footings and footing drains, all such rights being hereby expressly reserved to TxDOT and its successors and assigns, subject, however, to Section 8. 12. Access Easements. (a) UP hereby grants to TxDOT and its successors and assigns, for the use of TxDOT, its successors and assigns and their respective contractors, subcontractors, agents, consultants and employees, an irrevocable, permanent non-exclusive easement to enter, from time to time and on reasonable notice, upon those portions of the Davidson Yard as may be designated by UP from time to time as staging and repair areas (the "TxDOT Wall Work Areas") for the limited and express purpose of using such areas for maintaining, repairing and restoring the TxDOT Retaining Walls (including, without -6- 14813982\V-8 limitation, the TxDOT Permitted Encroachments), the Drainage Systems, the Water Runoff Systems and (when and to the extent authorized in Section 13(a)) the UP ,%wo' Retaining Walls in accordance with the terms of this Agreement and to obtain access to the TxDOT Wall Work Areas from other property of TxDOT or from another point of access and to traverse the Davidson Yard at such reasonable locations and times, and under such reasonable conditions, as may be designated from time to time by UP. Such designations of TxDOT Wall Work Areas will be made promptly after receipt by UP of a written request identifying the proposed maintenance, repair or restoration work and the proposed schedule for such work. UP will endeavor to designate TxDOT Wall Work Areas that maximize the convenience, and minimize the cost, to TxDOT in performing the required maintenance, repair and restoration work while eliminating or minimizing to the greatest extent any interference with normal operations in the Davidson Yard, provided that the TxDOT Wall Work Areas will in any event be sufficient to permit the performance of the required work on a commercially reasonable basis. Entry by TxDOT onto the TxDOT Wall Work Areas once the TxDOT Wall Work Areas have been improved by UP for UP's railroad purposes, including, without limitation, the passage of trains, and passage at any time across the Davidson Yard will be subject to the following special conditions: (i) explosives or other highly flammable substances shall not be stored on the UP Parcels or elsewhere in the Davidson Yard without the prior written approval of UP; (ii) at the request of UP, TxDOT shall remove from the TxDOT Wall Work Areas and the Davidson Yard any employee of TxDOT or any contractor or subcontractor of TxDOT who fails to conform to the instructions of UP's designated representatives in connection with the work on the TxDOT Wall Work Areas and the access across Davidson Yard, and any right of TxDOT to work on the TxDOT Wall Work Areas or to cross Davidson Yard shall be suspended until such removal has occurred; (iii) UP reserves the right to temporarily suspend the right of entry granted to TxDOT herein on ,%now, such prior notice as is practicable under the circumstances if deemed necessary by UP's authorized representative for a period of time reasonably deemed necessary by such representative in order to maintain safety within the Davidson Yard or to prevent disruption of interstate commerce; (iv) TxDOT shall cause TxDOT's contractor to comply with the terms and conditions contained in Exhibits C, C=1 and C=2 attached hereto as such terms and conditions may be reasonably updated from time to time by UP to reflect general changes in the nature of UP's operations and equipment, provided such changes do not materially impair the rights and benefits accruing to TxDOT under this Agreement, and (v) before commencing any work pursuant to this Agreement on the TxDOT Wall Work Areas or elsewhere in the Davidson Yard, TxDOT will require its contractor to provide UP with a certificate issued by such contractor's insurance carrier providing the insurance coverages required pursuant to such Exhibit C-1 (or such other coverages as may be hereafter customarily required by UP) in a policy which contains the following type of endorsement: "Union Pacific Railroad Company is named as additional insured with respect to all liabilities arising out of contractor's performance of any work on the property of the Union Pacific Railroad Company." (b) TxDOT hereby grants to UP and its successors and assigns, for the use of UP, its successors and assigns and their respective contractors, subcontractors, agents, consultants and employees, a non-exclusive easement to enter, from time to time, and on reasonable notice, upon those portions of the SWP/SH 121 right-of-way as may be designated by TxDOT from time to time (the "UP Wall Work Areas") for the limited and express purpose of maintaining, repairing and restoring the UP Retaining Walls (including, without limitation, the UP Permitted Encroachments) and (when and to the extent authorized in Section 13(f)), the TxDOT Retaining 4i Walls, the Drainage Systems and the Water Runoff Systems in accordance with the terms of this Agreement and to access to the UP Wall Work Areas from other properties of UP or another -7- 14813982\V-8 point of access and to traverse TxDOT's adjoining properties at such reasonable locations and times, and under such reasonable conditions, as may be designated from time to time by TxDOT. N"we Such designations of UP Wall Work Areas will be made promptly after receipt by TxDOT of a written request identifying the proposed maintenance, repair or restoration work and the proposed schedule for such work. TxDOT will endeavor to designate UP Wall Work Areas that maximize the convenience, and minimize the cost, to UP in performing the required maintenance, repair and restoration work while eliminating or minimizing to the greatest extent any interference with normal operations in the SWP/SH 121 right-of-way, provided that the UP Wall Work Areas will in any event be sufficient to permit the performance of the required work on a commercially reasonable basis. Entry by UP onto the UP Wall Work Areas and passage across such other properties of TxDOT, once the UP Wall Work Areas have been improved by TxDOT for TxDOT's roadway purposes, including, without limitation, the passage of automobiles, will be subject to the following special conditions: (i) explosives or other highly flammable substances shall not be stored on the UP Wall Work Areas or elsewhere on TxDOT's other properties without the prior written approval of TxDOT; (ii) at the request of TxDOT, UP shall remove from the UP Wall Work Areas and such other properties of TxDOT any employee of UP or any contractor or subcontractor of UP who fails to conform to the instructions of TxDOT's designated representatives in connection with the work on the UP Wall Work Areas and the access across such other TxDOT's properties and any right of UP to work on the UP Wall Work Areas or to cross such other TxDOT properties shall be suspended until such removal has occurred; (iii) TxDOT reserves the right to temporarily suspend the right of entry granted to UP herein on such prior notice as is practicable under the circumstances if deemed necessary by TxDOT's authorized representative for a period of time reasonably deemed necessary by such representative in order to maintain safety within the SWP/SH 121 right of way; (iv) UP shall cause UP's contractor to comply with the terms and conditions contained in Exhibits D and DD=1 attached hereto, and (v) before commencing any work pursuant to this Agreement on the UP Wall Work Areas or elsewhere on TxDOT's properties, UP will require its contractor to provide TxDOT with a certificate issued by such contractor's insurance carrier providing the insurance coverages required pursuant to such Exhibit D-1 (or such other coverages as may be hereafter customarily required by TxDOT) in a policy which contains the following type of endorsement: "The State of Texas is named as additional insured with respect to all liabilities arising out of contractor's performance of any work on the property of the State of Texas." 13. Conditions on Use, Maintenance and Repair. (a) Each of the Owners agrees to use the Retaining Walls only for their intended purpose of providing structural and lateral support for the mutual benefit of SWP/SH 121 between Mile Post 249 and Mile Post 247 (the "TxDOT Property") and the Davidson Yard between Mile Post 249 and Mile Post 247 (the "UP Property") (each, a "Pro e " and, collectively, the "Properties") and the improvements now or hereafter made thereon. (b) TxDOT agrees to maintain, repair and preserve the TxDOT Retaining Walls, the Drainage Systems and the Water Runoff Systems in good condition and repair, including the repair or restoration of damage or destruction of the TxDOT Retaining Walls, the Drainage Systems and Water Runoff Systems resulting from casualty or any other cause, other than the negligence, acts or omissions of UP or its employees, agents or contractors (for which UP hereby agrees to be responsible, to the extent allowed by law), so that each Owner shall continue to have and enjoy the benefits of the TxDOT Retaining Walls, the Drainage Systems and the Water Runoff Systems as provided herein. TxDOT shall pay any and all costs and expenses necessary for such maintenance, repair and preservation of the TxDOT Retaining Walls, the Drainage *..i Systems and the Water Runoff Systems, except to the extent attributable to the negligence, acts or omissions of UP or its employees, agents or contractors. -8- 14811982\V-8 (c) UP agrees to maintain, repair and preserve the UP Retaining Walls in good condition and repair, including the repair or restoration of damage or destruction of the UP N%M"1 Retaining Walls resulting from casualty or any other cause, other than the negligence, acts or omissions of TxDOT or its employees, agents or contractors (for which TxDOT hereby agrees to be responsible, to the extent allowed by law), so that each Owner shall continue to have and enjoy the benefits of the UP Retaining Walls as provided herein. UP shall pay any and all costs and expenses necessary for such maintenance, repair and preservation of the UP Retaining Walls, except to the extent attributable to the negligence, acts or omissions of TxDOT or its employees, agents or contractors. (d) Whenever it shall be necessary to repair, restore or replace the Retaining Walls, the Drainage Systems or the Water Runoff Systems, such repaired, restored or replace facilities shall be erected in the same location and on the same line, be of the same or superior design and size, and be comprised of the same or substantially similar material or better, and otherwise comply in all material respects with the original plans and specifications (or subsequently approved deviations therefrom) for the Retaining Walls, Drainage Systems, and Water Runoff Systems, as the case may be, except to the extent that the Owner performing such repairs, restorations or replacements has obtained the prior written approval of the other Owner to any material deviations from such plans and specifications, which approval shall not be unreasonably withheld so long as the other Owner will be able to continue to conduct its operations on its Property in the same manner as existed prior to such repairs, restorations or replacements without any material additional cost, expense or restriction. (e) Any repairing, restoring or replacement done hereunder shall be performed timely and in a good and workmanlike manner, and to the extent possible, accomplished without material interruption to the normal usages of the Properties or endangering the continued 1%0011 structural and lateral support necessary for the Properties and the improvements thereon. (f) If TxDOT shall neglect or refuse to maintain, repair or restore the TxDOT Retaining Walls, the Drainage Systems and Water Runoff Systems in accordance with the terms of this Agreement, and if TxDOT does not commence to cure such failure within thirty (30) days after receipt of written notice from UP describing such failure and thereafter diligently and continuously prosecute such cure to completion, UP in its sole discretion may cause such damaged or destroyed elements to be repaired or restored (as applicable) to the condition required pursuant to this Agreement and, in addition to any other remedy available to it by law, shall be entitled to recover from TxDOT all costs and expenses reasonably incurred by UP in undertaking such repair or restoring. Notwithstanding the foregoing, if the passage of trains across the UP Property is blocked or endangered by the failure to so maintain, repair or restore the TxDOT Retaining Walls, the Drainage Systems and Water Runoff Systems, such 30-day period shall be reduced to five (5) business days after delivery of such written notice. (g) If UP shall neglect or refuse to maintain, repair or restore the UP Retaining Walls in accordance with the terms of this Agreement, and if UP does not commence to cure such failure within thirty (30) days after receipt of written notice from TxDOT describing such failure and thereafter diligently and continuously prosecute such cure to completion, TxDOT in its sole discretion may cause such damaged or destroyed elements to be repaired or restored (as applicable) to the condition required pursuant to this Agreement and, in addition to any other remedy available to it by law, shall be entitled to recover from UP all costs and expenses reasonably incurred by TxDOT in undertaking such repair or restoring. Notwithstanding the foregoing, if the passage of vehicles along SWP/SH 121 is blocked or endangered by the failure ,%Wi to so maintain, repair or restore the UP Retaining Walls such 30-day period shall be reduced to five (5) business days after delivery of such written notice. -9- 14813982\V-8 (h) The parties shall comply with all Federal, state, and local laws, statutes, ordinances, rules, and regulations applicable to them with respect to this Agreement. 14. SWP/SH 121 and IH 30. Nothing contained herein is intended or shall be construed to grant to UP direct access to SWP/SH121 or Interstate Highway 30 or their respective access roads or ramps from the UP Property, and UP shall have access to adjacent service roads, streets or rights -of -way only as determined and permitted by the appropriate municipality or other entity exercising jurisdiction or control over said service roads, streets or rights -of -way. 15. Arbitration. In the event of any dispute between TxDOT and UP concerning (a) whether or not an Impairment will or may occur with respect to any Retaining Walls, or the adequacy of proposed provisions for the continued support and preservation of such Retaining Walls, as specified in Section 8 above, (b) whether or not an Impairment will or may occur with respect to the Drainage Systems or the Water Runoff Systems, or the adequacy of proposed provisions for the continued operation and preservation of the Drainage Systems and Water Runoff Systems, as specified in Section 9 and Section 10 above, or (c) the sufficiency of TxDOT Wall Work Areas or UP Wall Work Areas using the standards specified in Section 12 above, such a dispute (and only such a dispute) shall be resolved pursuant to the terms of Section III.R. of the Formal Agreement, a copy of which is attached hereto as Exhibit E attached hereto, as if such a dispute were a "Non -Arbitrable Dispute" as such term is defined in the Formal Agreement, provided that any such dispute shall under no circumstances be resolved by the procedures set forth in subsection III.R.3. of the Formal Agreement, but shall instead, if not resolved under subsection III.R.I. of the Formal Agreement, be resolved as provided in the penultimate sentence of subsection III.R.2. of the Formal Agreement. 16. Covenants Run with Land. The benefits and burdens of the covenants herein contained shall annex to and be construed as covenants running with the Properties and shall bind the respective parties hereto and their respective successors and assigns. Nothing herein contained, however, shall be construed to be a conveyance by either Owner of such Owner's rights in the fee title to its respective Property. 17. Non -Waiver of Covenants. No covenant, restriction, condition, obligation or provision contained in this Agreement shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur. 18. Successors and Assigns. Each grantee of an Owner, and each subsequent grantee, by the acceptance of a deed of conveyance, and each purchaser under any contract for such deed of conveyance, accepts said deed or contract subject to all restrictions, conditions, covenants and easements, and the rights and powers created or reserved by this Agreement and shall be deemed to have agreed to perform all undertakings and to be bound by all agreements and covenants imposed on it by this Agreement. All rights, benefits and privileges of every character hereby granted, created, reserved or declared and all impositions and obligations hereby imposed shall be deemed and taken to be covenants running with the land, and shall bind any person having at any time any interest or estate in the Properties, and shall inure to the benefit of such grantee or purchaser in like manner as though the provisions of this Agreement were recited and stipulated at length in each and every deed of conveyance or contract for conveyance. 19. Enforcement. If a violation on the part of either Owner of any of the restrictions, covenants, terms or conditions of this Agreement to be kept, observed or performed by such Owner and will or is likely to result in damages which are irreparable or impossible of ascertainment, then the other Owner is hereby granted the right to prevent or remedy any such threatened or actual violation on the part of the violating Owner, or the further continuation of any such violation, as the case may be, by means of injunctive proceedings or other legal remedies. Without limiting the foregoing, each Owner shall have ,*wool' the right to pursue all remedies available at law and equity, including claims for damages, which shall, -10- 14813982\V-8 without limitation, include reasonable attorney's fees and court costs. The various rights and remedies herein granted shall be in addition to all other rights and remedies that may be available. All said rights ,%Wool and remedies may be exercised either concurrently or consecutively or partly concurrently and partly consecutively as the case may be. 20. Severability. If any term, provision, covenants, easement, agreement or condition in this Agreement shall be or be held invalid, whether in general or as to any particular situation or circumstance, the remainder of this Agreement and the applicability to any other situation or circumstance, as the case may be, shall not be invalidated or terminated hereby, but shall remain in full force and effect to all intents and purposes as though such invalid term, provision, covenant, easement, agreement or condition had never been. 21. Miscellaneous. (a) As used in this Agreement, the masculine shall mean the feminine or neuter and singular shall mean plural where the context requires to preserve the meaning of the appropriate provision. (b) This Agreement may be executed in counterparts and, once counterparts have been executed and delivered by each of the parties, this Agreement shall be effective. (c) This Agreement shall be governed and construed in conformity with the laws of the State of Texas, and the parties to this Agreement hereby agree that venue for any and all causes of action between the parties and arising under this Agreement shall be State District Court in Tarrant County, Texas. Nftwl (d) Time is of the essence of this Agreement. (e) Nothing contained in this Agreement shall be deemed to be a gift or dedication of all or any part of the Properties to the public or for any public use, and this Agreement creates no rights in the public or in any other person or entity, except as expressly provided herein. (f) All notices to be provided under this Agreement shall be delivered personally or sent by a recognized overnight air courier service, addressed to such party at the addresses first shown above. A notice shall be deemed received by a party upon its personal delivery to that party, one business day after its deposit with a recognized overnight air courier service properly addressed to that party, or upon that party's actual receipt. Any party may change its notice address by notifying the other parties at their then -current notice addresses. (g) Each party to this Agreement represents to the other that it is fully authorized to enter into this Agreement and to perform its obligations hereunder. (h) Notwithstanding that UP has granted the easements contained herein to TxDOT without warranty of title and subject to all matters of record, TxDOT accepts its interest in such easements with the express intention and expectation that it does so free from the adverse claims of any other person or entity other than those of UP as expressly reserved herein, and TxDOT expressly asserts, claims, and hereby provides notice that its interest in and to such easements is and shall be open, adverse and hostile to any other person or entity that may now hold an ownership or other interest in the portions of Davidson Yard that are subject to such easements, or any other interest otherwise adverse to or in conflict with the such easements, other than UP as and to the extent expressly reserved herein. -11- 146139621V-S (i) Anything herein to the contrary notwithstanding, the easements granted by TxDOT pursuant to this Agreement are granted subject to the continued rights of existing utilities in the easement areas, if any, as provided by law, and any required adjustments will be at no cost to TxDOT. 0) This Agreement and the Construction Agreement contain all the terms, conditions and covenants relating to the Retaining Walls, Drainage Systems and Water Runoff Systems, and no modifications, waiver, variations, or releases of the duties and obligations under this Agreement shall be binding unless made in writing and signed by the Owner to be charged thereby. [Signature pages follows on next pages] -12- 14817982\V-8 IN WITNESS WHEREOF, the parties have executed this Agreement in manner sufficient to bind as of the day and year first above written. UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By:_ Name: Signature Page to Retaining Wall Access and Maintenance Easement Agreement 14813982\V.8 THE STATE OF COUNTY OF This instrument was acknowledged before me the day of , 2009 by of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, on behalf of said corporation. Notary Public Signature [PERSONALIZED SEAL] Signature Page to Retaining Wall Access and Maintenance Easement Agreement 148 U982W-8 IN TESTIMONY WHEREOF, I have caused the Seal of the State to be affixed. Executed this the day of , 2009. RICK PERRY GOVERNOR OF TEXAS Recommended for Approval: Amadeo Saenz, Jr., P.E. Executive Director Attest: Approved: Hope Andrade Secretary of State Greg Abbott Attorney General al Anthony J. Blazi Assistant Attorney General Grantee's Mailing Address: 1400 Douglas Street - STOP 1690, Omaha, Nebraska 68179-1690 Attention: Mr. Rodney S. Carroll, Senior Manager Acquisitions NOTE TO COUNTY CLERK: PROPERTY CODE SECTION 12.006 AUTHORIZES THE RECORDATION OF THIS INSTRUMENT WITHOUT ACKNOWLEDGEMENT OR FURTHER PROOF OF THE SIGNATURE OF THE GOVERNOR Signature Page to Retaining Wall Access and Maintenance Easement Agreement 14813982\V-8 EXHIBIT A-1 TO � RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT TxDOT Retaining Wall Summary (See Attached) A-1 14813982\V-8 EXHIBIT A-2 TO N%mv' RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT Location of Rosedale to Rogers Wall (See Attached) A-2 148139621V-8 EXHIBIT A-3 TO �►' RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT Location of Rop-ers to University Wall (See Attached) A-3 14813982\V-8 EXHIBIT A4 TO -- RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT Location of University to Trinity Wall (See Attached) A-3 14813982\V.8 EXHIBIT A-5 TO `� RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT Location of Trinity to Forest Park Wall (See Attached) A-5 148139821V-8 EXHIBIT B-1 TO RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT UP Retaining Wall Summary B-1-1 14813982\V-8 EXHIBIT B-2 TO RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT Location of Abut Connection Wall East and Abut Connection Wall West (See Attached) B-1-1 14817982W-8 EXHIBIT B-3 TO RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT Location of Forest Park to FWWRR Wall (See Attached) B-3-1 14813982\V-8 EXHIBIT C TO RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING. a. TxDOT Contractor shall notify the designated representative of UP (the "UP Representative") at least 5 working days in advance of proposed performance of any work by TxDOT Contractor on the UP Property pursuant to this Agreement in which any person or equipment will be within 25 feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within 25 feet of any track. No work of any kind shall be performed on the UP Property pursuant to this Agreement, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within 25 feet of any of UP's track(s) at any time, for any reason, unless and until a UP flagman is provided to watch for trains. Upon receipt of such 5-day notice, UP Representative will determine and inform TxDOT Contractor whether a flagman need be present and whether TxDOT Contractor need implement any special protective or safety measures. If flagging or other special protective or safety measures are performed by UP, such services will be provided at TxDOT Contractor's expense with the understanding that if UP provides any flagging or other services, TxDOT Contractor shall not be relieved of any of its responsibilities or liabilities set forth herein. TxDOT Contractor shall promptly pay to UP all charges connected with such services within 30 days after presentation of a bill therefor. b. The rate of pay per hour for each man will be the prevailing hourly rate in effect for an eight hour day for the class of men used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement & UC, supplemental pension, Employees Liability and Property Damage and Administration Iwo, will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect on the day of execution of this Agreement. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays; two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between UP 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, TxDOT Contractor shall pay on the basis of the new rates and charges. C. Reimbursement to UP will be required covering the full eight hour day during which any flagman is furnished, unless he can be assigned to other UP 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 UP work. Reimbursement will also be required for any day not actually worked by said flagman following his assignment to work in connection with this Agreement for which UP is required to pay the flagman and which could not reasonably be avoided by UP by assignment of such flagman to other work, even though TxDOT Contractor may not be working during such time. Section 2. LIMITATION OF RIGHTS GRANTED. The foregoing grant of right is subject to the continuing right of UP to use and maintain its entire property including the right and power of UP to construct, maintain, repair, renew, use, operate, change, modify or relocate UP tracks, roadways, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or all parts of the UP Property, subject to the express limitations on UP's activities contained in Sections 8(a), 9, 10, 12, 13(a), 13(c), 13(d), and 13(g) of the Retaining Wall Access and Maintenance Easement Agreement to which this Exhibit is attached, all or any of which may be freely done at any time or times by UP without liability to TxDOT Contractor or to any other party for compensation or damages, except as otherwise provided in those Sections. C-1 14813982\V-8 Section 3. LIMITATION OF RIGHTS GRANTED. No work performed by TxDOT Contractor pursuant to this Agreement shall cause any interference with the constant, continuous and uninterrupted use of the tracks, property and facilities of UP, its lessees, contractors or others, unless specifically permitted under this Agreement, or specifically authorized in advance by UP Representative (consistent with the terms of this Agreement). Nothing shall be done or suffered to be done by TxDOT Contractor at any time that would in any manner impair the safety thereof. When not in use, TxDOT Contractor's machinery and materials shall be kept at least 50 feet from the centerline of UP's nearest track, and there shall be no vehicular crossings of UP's tracks except at existing open public crossings, unless specifically authorized in advance by UP Representative. Section 4. MECHANIC'S LIENS. TxDOT Contractor shall pay in full all persons who perform labor or provide materials for the work by or at the direction of TxDOT Contractor pursuant to this Agreement. TxDOT 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 UP for any such work performed, and if any such lien shall be filed or recorded, TxDOT Contractor shall promptly pay, discharge or bond such lien. TxDOT Contractor shall indemnify and hold harmless UP from and against any such liens resulting from such work done, labor performed, or materials furnished on behalf of TxDOT Contractor. TxDOT Contractor further agrees in the event that an action to foreclose any such lien same shall be commenced, upon notice thereof being provided by UP, to defend the same free of cost, charge or expense to UP. Section 5. PROTECTION OF UTILITIES. a. Fiber optic cable and other utility systems may be buried on the UP Property. Protection of the fiber optic cable and other utility systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. TxDOT Contractor shall telephone 1-800-336-9193 (a 24-hour, 7-day number for emergency calls) during normal business hours (7 A.M. to 9 P.M., CST, Monday -Friday, except holidays) to determine if fiber optic cable or other utilities are buried anywhere on the UP Property. If there are, TxDOT Contractor will telephone the telecommunications or utility company(ies) involved, arrange for a utility locator, make arrangements for relocation or other protection of the applicable utility, and will commence no work on the UP Property until all such protection or relocation has been accomplished. b. In addition to other indemnity provisions in this Agreement, to the extent allowable at law as to TxDOT Contractor, TxDOT Contractor shall indemnify and hold UP 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 TxDOT Contractor, its agents and/or employees, to the extent (and in the proportion) it causes or contributes to (1) any damage to or destruction of any telecommunications or utility system on the UP Property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications or utility company, and/or TxDOT Contractor, or their respective agents and/or employees, on the UP Property. Section 6. COMPLIANCE WITH LAWS. In the prosecution of the work on the UP Property, TxDOT 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. TxDOT Contractor shall use only such methods as are consistent with safety, both as concerns TxDOT Contractor, TxDOT Contractor's agents and employees, the officers, agents, employees and property of UP and the public in general. TxDOT Contractor (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and C-2 14813982\V-8 health acts and regulations. All applicable Federal Railroad Administration regulations shall be followed when work is performed on the UP Property pursuant to this Agreement. If any failure by TxDOT Contractor to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against UP, TxDOT Contractor shall reimburse and, to the extent allowable at law as to TxDOT Contractor, indemnify UP for any such fine, penalty, cost, or charge, including without limitation attorneys' fees, court costs and expenses. TxDOT Contractor further agrees in the event of any such action, upon notice thereof being provided by UP, to defend such action free of cost, charge, or expense to UP. Section 7. SAFETY INSTRUCTIONS. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of work on the UP Property pursuant to this Agreement. As reinforcement of the foregoing, the following special safety rules shall be followed: a. TxDOT Contractor shall keep those conditions and features of the UP Property under the control of TxDOT Contractor free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the work to be performed by them pursuant to this Agreement. TxDOT Contractor shall have proper first aid supplies available on the job site so that prompt first aid services can be provided to any person that may be injured on the UP Property. TxDOT Contractor shall promptly notify UP of any U.S. Occupational Safety and Health Administration reportable injuries occurring to any person that may arise during the work performed on the UP Property pursuant to this Agreement. TxDOT Contractor shall have a non -delegable duty to control its employees while they are on the UP Property to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug, narcotic or other substance that may inhibit the safe performance of work by the employee. ' b. The employees of TxDOT Contractor shall be suitably dressed to perform their duties on the UP Property safely and in a manner that will not interfere with their vision, hearing or free use of their hands or feet. Only waist length shirts with sleeves and trousers that cover the entire leg are to be worn. If flare -legged trousers are worn, the trouser bottoms must be tied to prevent catching. The employees should wear sturdy and protective work boots and at least the following protective equipment: (1) Protective head gear that meets revision. It is suggested that all hardhats subcontractor's company logo or name. American National Standard-Z89.1-latest be affixed with TxDOT Contractor's or its (2) Eye protection that meets American National Standard for occupational and educational eye and face protection, Z87.1-latest revision. Additional eye protection must be provided to meet any applicable specific job situations such as welding, grinding, burning, etc.; and (3) Hearing protection which affords enough attenuation to give protection from noise levels that will be occurring on the job site. C. All heavy equipment provided or leased by TxDOT Contractor for use on the UP Property shall be equipped with audible back-up warning devices. If in the opinion of UP Representative any of TxDOT Contractor's or any of its subcontractors' equipment is unsafe for use on the UP Property, TxDOT Contractor, at the request of UP Representative, shall promptly remove such equipment from the UP Property. C-3 14813982\V-8 Section 8. INDEMNITY. I*M0001 a. As used in this Section, "UP" includes UP and other UP companies using the UP Property at or near the location of TxDOT Contractor's work and their officers, agents, and employees; and "Loss" means loss, damage, claims, demands, actions, causes of action, penalties, costs, and expenses of whatsoever nature, including court costs and reasonable attorneys' fees, which result from: (a) injury to or death of persons whomsoever (including UP's officers, agents, and employees, TxDOT Contractor's officers, agents, and employees, as well as any other person); and/or (b) damage to or loss or destruction of property whatsoever (including TxDOT Contractor's property, damage to the roadbeds, tracks, equipment, or other property of UP, or property in TxDOT Contractor's care or custody). b. As a major inducement and in consideration of the rights of entry herein granted, TxDOT Contractor agrees, to the extent allowable at law, to indemnify and hold harmless UP from any Loss to the extent (and in the proportion) it is due to or arises from the work performed under this Agreement, a breach of this Agreement (including the health and safety provisions herein) by UP Contractor, any activity of TxDOT Contractor under this Agreement, or any omission or negligence arising out of performance or nonperformance of this Agreement by TxDOT Contractor. Notwithstanding the foregoing, TxDOT Contractor shall not be required to indemnify, defend and/or hold harmless UP from, and the foregoing indemnity shall not apply to, any pre-existing hazardous or toxic materials or contamination upon or underneath the UP Property that may be discovered as a result of TxDOT Contractor's work, testing or studies. C. TxDOT Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions brought by TxDOT Contractor's own employees. TxDOT Contractor waives any immunity it may have under worker's compensation or industrial insurance acts to indemnify NTTA under this Section 8. TxDOT Contractor acknowledges that this waiver was mutually negotiated `wool by the parties hereto. d. No court or jury findings in any employee's suit pursuant to any worker's compensation act or the Federal Employers' Liability Act against a party to this Agreement may be relied upon or used by either party in any attempt to assert liability against the other. Section 9. RESTORATION OF PROPERTY. In the event UP authorizes TxDOT Contractor to take down any fence of UP or in any manner move or disturb any of the other property of UP in connection with the work to be performed by TxDOT Contractor pursuant to this Agreement, then in that event TxDOT Contractor shall, as soon as possible and at TxDOT 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. TxDOT Contractor shall remove all of TxDOT Contractor's tools, equipment and materials from the UP Property promptly upon completion of the work, restoring the UP Property to the same state and condition as when TxDOT Contractor entered thereon. Section 10. WAIVER OF BREACH. Waiver by UP of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by TxDOT Contractor shall in no way impair the right of UP to avail itself of any remedy for any subsequent breach thereof, and waiver by TxDOT Contractor of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by UP shall in no way impair the right of TxDOT Contractor to avail itself of any remedy for any subsequent breach thereof. C-4 14813982w-8 Section 11. ASSIGNMENT -SUBCONTRACTING. 14"001 TxDOT Contractor shall not assign this Agreement, or any interest herein, without the written consent of UP and any attempt to so assign without the written consent of UP shall be void; provided that TxDOT Contractor shall have the right to enter into subcontracts for the performance of the work on the condition that TxDOT Contractor is and shall remain responsible for all work of subcontractors and all work of subcontractors shall be governed by the terms of this Agreement. Section 12. TRAFFIC CONTROL. TxDOT Contractor shall be responsible for implementing such traffic control measures as UP reasonably shall deem necessary in connection with the operations of TxDOT Contractor on the roads and access ways within Davidson Yard, all at TxDOT Contractor's expense. C-5 14813982\V-8 EXHIBIT C-1 TO RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT TXDOT CONTRACTOR INSURANCE REQUIREMENTS TxDOT Contractor shall, at its sole cost and expense, procure and maintain during the performance of any work on the UP Property pursuant to this Agreement the following insurance coverage: (a) General Liability insurance providing bodily injury including death, personal injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. This insurance shall contain broad form contractual liability with a separate general aggregate for the project (ISO Form CG 25 03 or equivalent). Exclusions for explosion, collapse and underground hazard shall be removed. Coverage purchased on a claims made form shall provide for at least a two (2) year extended reporting or discovery period if (i) the coverage changes from a claims made form to an occurrence form, (ii) there is a lapse/cancellation of coverage, or (iii) the succeeding claims made policy retroactive date is different for the expiring policy. (b) Automobile Liability, insurance providing bodily injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim. This insurance shall cover all motor vehicles including hired and non -owned, and mobile equipment if excluded from coverage under the general public liability insurance. (c) Workers' Compensation insurance covering TxDOT Contractor's statutory liability under the workers' compensation laws of the state(s) affected by this agreement, and Employers' Liability. If such insurance will not cover the liability of TxDOT Contractor in states that require participation in state workers' compensation fund, TxDOT Contractor shall comply with the laws of such ,"Moo, states. If TxDOT Contractor is self -insured, evidence of state approval and excess workers' compensation coverage must be provided. 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 UP in the schedule as the alternate employer (or a substitute form providing equivalent coverage). (d) Railroad Protective Liability insurance naming UP as the insured with a combined single limit of $5,000,000 per occurrence with a $10,000,000 aggregate. The policy shall be broad form coverage for "Physical Damage to Property" (ISO occurrence Form CG 00 35 12 04 or equivalent) and include pollution arising out of fuels and lubricants brought to the job site (ISO Form CG 28 21 or equivalent). A binder of insurance for Railroad Protective Liability must be submitted to UP and the original policy or a certified duplicate original policy must be forwarded to UP when available. (e) Umbrella or Excess insurance. If TxDOT Contractor utilizes umbrella or excess policies, these policies must "follow form" and afford no less coverage than the primary policy. TxDOT Contractor's contractors and its insurers shall endorse the required insurance policy (ies) to waive their right of subrogation against UP. TxDOT Contractor and its insurers also waive their right of subrogation against UP for loss of its owned or leased property or property under its care, custody and control. TxDOT Contractor's insurance shall be primary with respect to any insurance carried by UP. The policy (ies) required under (a) and (b) above shall provide severability of interests. C-1-1 iasisvaxw-a CONTRACTOR'S ROE 980204 Folder No.: 1%000" All policy (ies) required above (except workers' compensation and employers liability) must include UP 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 UP as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage for UP's negligence whether sole or partial, active or passive, and shall not be limited by TxDOT Contractor's liability under the indemnity provisions of this Agreement. Prior to commencing the Work, TxDOT Contractor shall have its contractor furnish to UP certificate(s) of insurance evidencing the required coverage and endorsements and upon request, a certified duplicate original of any required policy. The certificate(s) shall contain a provision that obligates the insurance company (ies) issuing such policy (ies) to notify UP in writing of any material alteration including any change in the retroactive date in any "claims -made" policies or substantial reduction of aggregate limits, if such limits apply, or any cancellation at least thirty (30) days prior thereto. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this agreement, or (b) all punitive damages are prohibited by all states in which this agreement will be performed. The insurance policy (ies) shall be written by a reputable insurance company (ies) acceptable to UP or with a current Best's Insurance Guide Rating of A— and Class VII or better, and authorized to do business in Texas. �wool The fact that insurance is obtained by TxDOT Contractor shall not be deemed to release or diminish the liability of TxDOT Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. C-1-2 14813982\V-8 EXHIBIT C-2 TO RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT Minimum Safety Requirements for TxDOT Contractors [follows] C-2-1 14813982\V-8 EXHIBIT D TO RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT ,..i Section 1. NOTICE OF COMMENCEMENT OF WORK. UP Contractor shall notify the designated representative of TxDOT (the "TxDOT Representative") at least 5 working days in advance of proposed performance of any work by UP Contractor on the TXDOT Property. Section 2. LIMITATION OF RIGHTS GRANTED. The foregoing grant of right is subject to the continuing right of TxDOT to use and maintain its entire property including the right and power of TxDOT to construct, maintain, repair, renew, use, operate, change, modify or relocate TxDOT roadways, signal, communication, fiber optics, or other wielines, pipelines and other facilities upon, along or across any or all parts of the TxDOT Property, subject to the express limitations on TxDOT's activities contained in Sections 8(b), 9, 10, 12, 13(a), 13(b), 13(d) and 13(f) of the Retaining Wall Access and Maintenance Agreement between TxDOT and UP to which this Exhibit is attached, all or any of which may be freely done at any time or times by TxDOT without liability to UP Contractor or to any other party for compensation or damages, except as otherwise provided in such Sections. Section 3. NO INTERFERENCE WITH TXDOT'S OPERATION. No work performed by UP Contractor pursuant to this Agreement shall cause any interference with the constant, continuous and uninterrupted use of the SWP/SH 121 by TxDOT or its customers or invitees, unless specifically authorized in advance by the TxDOT Representative. Nothing shall be done ,%mole or suffered to be done by UP Contractor at any time that would in any manner impair the safety thereof. When not in use, UP Contractor's machinery and materials shall be kept at least 50 feet from the centerline of TxDOT's nearest traffic lane, and there shall be no vehicular crossings of SWP/SH 121 except at existing open public crossings, unless specifically authorized in advance by the TxDOT Representative. Section 4. MECHANIC'S LIENS. UP Contractor shall pay in full all persons who perform labor or provide materials for the work by or at the direction of UP Contractor pursuant to this Agreement. UP 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 TxDOT for any such work performed, and if any such lien shall be filed or recorded, UP Contractor shall promptly pay, discharge or bond such lien. UP Contractor shall indemnify and hold harmless TxDOT from and against any such liens resulting from such work done, labor performed, or materials furnished on behalf of UP Contractor. UP Contractor further agrees in the event that an action to foreclose any such lien same shall be commenced, upon notice thereof being provided by TxDOT, to defend the same free of cost, charge or expense to TxDOT. Section 5. PROTECTION OF UTILITIES. a. Fiber optic cable and other utility systems may be buried on the TxDOT Property. Protection of the fiber optic cable and other utility systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. UP Contractor shall telephone 1-800-_- (a 24-hour, 7-day number for emergency calls) during normal business hours (7 A.M. to 9 P.M., CST, Monday -Friday, except holidays) to determine if fiber optic cable D-1 14811982\V-8 or other utilities are buried anywhere on the TxDOT Property. If there are, UP Contractor will telephone the telecommunications or other utility company (ies) involved, arrange for a utility locator, make ,%ai arrangements for relocation or other protection of the applicable utility, and will commence no work on the right of way until all such protection or relocation has been accomplished. b. In addition to other indemnity provisions in this Agreement, UP Contractor shall indemnify and hold TxDOT 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 UP Contractor, its agents and/or employees, to the extent (and in the proportion) it causes or contributes to (1) any damage to or destruction of any telecommunications or utility system on the TxDOT Property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications or utility company, and/or UP Contractor, or their respective agents and/or employees, on the TxDOT Property. Section 6. COMPLIANCE WITH LAWS. In the prosecution of the work on the TxDOT Property, UP 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. UP Contractor shall use only such methods as are consistent with safety, both as concerns UP Contractor, UP Contractor's agents and employees, the officers, agents, employees and property of TxDOT and the public in general. UP Contractor (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts and regulations. If any failure by UP Contractor to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against TxDOT, UP Contractor shall reimburse and indemnify TxDOT for any such fine, penalty, cost, or charge, including without limitation attorneys' fees, court costs and expenses. UP Contractor further agrees in the event of ,%now any such action, upon notice thereof being provided by TxDOT, to defend such action free of cost, charge, or expense to TxDOT. Section 7. SAFETY INSTRUCTIONS. Safety of personnel, property, tollway operations and the public is of paramount importance in the prosecution of work on the TxDOT Property pursuant to this Agreement. As reinforcement of the foregoing, the following special safety rules shall be followed: a. UP Contractor shall keep those conditions and features of the TxDOT Property under the control of UP Contractor free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the work to be performed by them pursuant to this Agreement. UP Contractor shall have proper first aid supplies available on the job site so that prompt first aid services can be provided to any person that may be injured on the TxDOT Property. UP Contractor shall promptly notify TxDOT of any U.S. Occupational Safety and Health Administration reportable injuries occurring to any person that may arise during the work performed on the TxDOT Property pursuant to this Agreement. UP Contractor shall have a non -delegable duty to control its employees while they are on the TxDOT Property to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug, narcotic or other substance that may inhibit the safe performance of work by the employee. b. The employees of UP Contractor shall be suitably dressed to perform their duties on the TxDOT Property safely and in a manner that will not interfere with their vision, hearing or free use of their hands or feet. Only waist length shirts with sleeves and trousers that cover the entire leg are to be D-2 14813982w-8 worn. If flare -legged trousers are worn, the trouser bottoms must be tied to prevent catching. The employees should wear sturdy and protective work boots and at least the following protective equipment: (1) Protective head gear that meets American National Standard-Z89.1-latest revision. It is suggested that all hardhats be affixed with UP Contractor's or its subcontractor's company logo or name. (2) Eye protection that meets American National Standard for occupational and educational eye and face protection, Z87.1-latest revision. Additional eye protection must be provided to meet any applicable specific job situations such as welding, grinding, burning, etc.; and (3) Hearing protection which affords enough attenuation to give protection from noise levels that will be occurring on the job site. C. All heavy equipment provided or leased by UP Contractor for use on the TxDOT Property shall be equipped with audible back-up warning devices. If in the opinion of the TxDOT Representative any of UP Contractor's or any of its subcontractors' equipment is unsafe for use on the TxDOT Property, UP Contractor, at the request of the TxDOT Representative, shall promptly remove such equipment from the TxDOT Property. Section 8. INDEMNITY. a. a. As used in this Section, "TxDOT" includes TxDOT and other TxDOT companies using the TxDOT Property at or near the location of UP Contractor's work and their officers, agents, and employees; and "Loss" means loss, damage, claims, demands, actions, causes of action, penalties, costs, 1%0011 and expenses of whatsoever nature, including court costs and reasonable attorneys' fees, which result from: (a) injury to or death of persons whomsoever (including TxDOT's officers, agents, and employees, UP Contractor's officers, agents, and employees, as well as any other person); and/or (b) damage to or loss or destruction of property whatsoever (including UP Contractor's property, damage to the roadways, structures, equipment, or other property of TxDOT, or property in UP Contractor's care or custody). b. As a major inducement and in consideration of the rights of entry herein granted, UP Contractor agrees, to the extent allowable at law, to indemnify and hold harmless TxDOT from any Loss to the extent (and in the proportion) it is due to or arises from the work performed under this Agreement, a breach of this Agreement (including the health and safety provisions herein) by UP Contractor, any activity of UP Contractor under this Agreement, or any omission or negligence arising out of performance or nonperformance of this Agreement by UP Contractor. Notwithstanding the foregoing, UP Contractor shall not be required to indemnify, defend and/or hold harmless TxDOT from, and the foregoing indemnity shall not apply to, any pre-existing hazardous or toxic materials or contamination upon or underneath the TxDOT Property that may be discovered as a result of UP Contractor's work, testing or studies. C. UP Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions brought by UP Contractor's own employees. UP Contractor waives any immunity it may have under worker's compensation or industrial insurance acts to indemnify TxDOT under this Section 8. UP 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 act or the Federal Employers' Liability Act against a party to this Agreement may be relied upon or used by either party in any attempt to assert liability against the other. D-3 14813982\V-8 Section 9. RESTORATION OF PROPERTY. In the event TxDOT authorizes UP Contractor to take down any fence of TxDOT or in any manner move or disturb any of the other property of TxDOT in connection with the work to be performed by UP Contractor pursuant to this Agreement, then in that event UP Contractor shall, as soon as possible and at UP 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. UP Contractor shall remove all of UP Contractor's tools, equipment and materials from the TxDOT Property promptly upon completion of the work, restoring the TxDOT Property to the same state and condition as when UP Contractor entered thereon. Section 10. WAIVER OF BREACH. Waiver by TxDOT of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by UP Contractor shall in no way impair the right of TxDOT to avail itself of any remedy for any subsequent breach thereof, and waiver by UP Contractor of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by TxDOT shall in no way impair the right of UP Contractor to avail itself of any remedy for any subsequent breach thereof. Section 11. ASSIGNMENT -SUBCONTRACTING. UP Contractor shall not assign this Agreement, or any interest herein, without the written consent of TxDOT and any attempt to so assign without the written consent of TxDOT shall be void; provided that UP Contractor shall have the right to enter into subcontracts for the performance of the work on the condition that UP Contractor is and shall remain responsible for all work of subcontractors and all work of subcontractors shall be governed by the terms of this Agreement. Section 12. TRAFFIC CONTROL. UP Contractor shall be responsible for implementing such traffic control measures as TxDOT reasonably shall deem necessary in connection with the operations of UP Contractor on the roads and access ways within the TxDOT Property, all at UP Contractor's expense. D-4 14813982\V-8 EXHIBIT D-1 TO RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT 1%...' UP CONTRACTOR INSURANCE REQUIREMENTS UP Contractor shall, at its sole cost and expense, procure and maintain during the performance of any work on the TxDOT Property pursuant to this Agreement the following insurance coverage: (a) General Liability insurance providing bodily injury including death, personal injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim and an aggregate limit of at least $4,000,000. This insurance shall contain broad form contractual liability with a separate general aggregate for the project (ISO Form CG 25 03 or equivalent). Exclusions for explosion, collapse and underground hazard shall be removed. Coverage purchased on a claims made form shall provide for at least a two (2) year extended reporting or discovery period if (i) the coverage changes from a claims made form to an occurrence form, (ii) there is a lapse/cancellation of coverage, or (iii) the succeeding claims made policy retroactive date is different for the expiring policy. (b) Automobile Liability, insurance providing bodily injury and property damage coverage with a combined single limit of at least $2,000,000 each occurrence or claim. This insurance shall cover all motor vehicles including hired and non -owned, and mobile equipment if excluded from coverage under the general public liability insurance. (c) Workers' Compensation insurance covering UP Contractor's statutory liability under the workers' compensation laws of the state(s) affected by this agreement, and Employers' Liability. If such insurance will not cover the liability of UP Contractor in states that require participation in state workers' compensation fund, UP Contractor shall comply with the laws of such states. If UP Contractor `001 is self -insured, evidence of state approval must be provided. 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 TxDOT in the schedule as the alternate employer (or a substitute form providing equivalent coverage). (d) Umbrella or Excess insurance. If UP Contractor utilizes umbrella or excess policies, these policies must "follow form" and afford no less coverage than the primary policy. UP Contractor's contractors and its insurers shall endorse the required insurance policy(ies) to waive their right of subrogation against TxDOT. UP Contractor and its insurers also waive their right of subrogation against TxDOT for loss of its owned or leased property or property under its care, custody and control. UP Contractor's insurance shall be primary with respect to any insurance carried by TxDOT. The policy (ies) required under (a) and (b) above shall provide severability of interests. All policy (ies) required above (except workers' compensation and employers liability) must include UP 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 TxDOT as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage for TxDOT's negligence whether sole or partial, active or passive, and shall not be limited by UP Contractor's liability under the indemnity provisions of this Agreement. Prior to commencing the Work, UP Contractor shall have its contractor furnish to TxDOT certificate(s) of insurance evidencing the required coverage and endorsements and upon request, a ,ft✓ certified duplicate original of any required policy. The certificate(s) shall contain a provision that obligates the insurance company (ies) issuing such policy (ies) to notify TxDOT in writing of any D-1-1 14813982W-8 material alteration including any change in the retroactive date in any "claims -made" policies or substantial reduction of aggregate limits, if such limits apply, or any cancellation at least thirty (30) days -� prior thereto. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this agreement, or (b) all punitive damages are prohibited by all states in which this agreement will be performed. The insurance policy (ies) shall be written by a reputable insurance company (ies) acceptable to TxDOT or with a current Best's Insurance Guide Rating of A— and Class VII or better, and authorized to do business in Texas. The fact that insurance is obtained by UP Contractor shall not be deemed to release or diminish the liability of UP Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. D-1-2 14813982\V4 EXHIBIT E TO RETAINING WALL ACCESS AND MAINTENANCE EASEMENT AGREEMENT Section HI.R. of the Formal Agreement R. DISPUTE RESOLUTION The Parties agree that any disputes among the Parties to this Formal Agreement arising out of or relating to this Formal Agreement (a "Dispute"), including, without limitation, all rights to receive payments from, or the benefits of performance by, another Party hereto inuring to a Party under or as a result of this Formal Agreement and all obligations to make payments or perform duties owed by a Party arising under or as a result of this Formal Agreement, shall be resolved exclusively as set out in this Section III.R. Disputes regarding either (a) design, engineering, construction methods, construction sequencing, operations or any other matters that involve or affect the functionality, safety or operation of the Davidson Yard, SWP/SH 121 or any of the other highways, roads, bridges or tracks referenced herein or (b) any Party's failure to provide, or interference with, UPRR's or the NTTA's right and ability to advance its construction activities during, with respect to UPRR, the UPRR Construction Period, or, with respect to the NTTA, during the NTTA Construction Period, pursuant to this Formal Agreement (the "Non - Arbitrable Disputes") shall be resolved solely by the procedures set forth in subsection III.R.1. and shall not be subject to mediation or arbitration, but shall instead, if not resolved under subsection III.R.I ., be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties (as hereinafter defined). Except as provided in the following sentence, disputes regarding all other Disputes (the "Arbitrable Disputes") shall be resolved by the procedures set forth in subsections III.R.1., 2., and 3. Notwithstanding anything to the contrary contained in this Section III.R. or otherwise in this Formal Agreement, TxDOT cannot agree, and does not agree, to final, exclusive, and binding arbitration and, consequently, a Dispute with TxDOT (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) shall under no circumstances be resolved by the procedures set forth in subsection III.R.3., but shall instead, if not resolved under subsection III.R.1., be resolved as provided in the penultimate sentence of subsection III.R.2. 1. Informal Resolution. If any Party believes a Dispute exists, that Party may notify all of the other Parties pursuant to the notice provisions of this Formal Agreement that a Dispute exists, and of the specific nature of the Dispute. For a period of 10 business days after receipt of such notice, all Parties shall negotiate in good faith to resolve the Dispute. If the negotiations are not successful, any Party may notify in writing the other Parties that the provisions of this Section III.R. shall be invoked (the "Resolution Start Notice"). The Resolution Start Notice shall include (a) a statement of such Party's position on the Dispute, (b) a summary of the reasons supporting such Party's position and (c) a proposed resolution to such Dispute that would be satisfactory to such Party. Within 5 business days from receipt of the Resolution Start Notice, each Party receiving such Resolution Start Notice shall either (i) notify the other Parties that it is not involved in or affected by such Dispute and will not participate in the resolution thereof or (ii) deliver to the other Parties a written response to the Dispute (a D-1-1 14813982\V-8 "Resolution Response Notice"). Each Resolution Response Notice shall include (x) a statement of such Parry's position on the Dispute, (y) a summary of the reasons supporting such Party's position and (z) a proposed resolution of such Dispute that would be satisfactory to such Party. If a Party either notifies the other Parties that it is not involved in or affected by such Dispute or fails to issue a Resolution Response Notice within the applicable time period, such Party shall be excluded from the resolution process for such Dispute and the Party sending the Resolution Start Notice and the Parties timely delivering Resolution Response Notices shall be deemed to be the "Involved Parties" with respect to such Dispute, provided however that if any Involved Party gives written notice to the other Involved Parties within 15 business days after receipt of the Resolution Start Notice claiming that a Party desiring or deemed to be uninvolved in such Dispute is a necessary party to the resolution of such Dispute, such Party shall be deemed an Involved Party and shall participate in the resolution process. Each Party hereby designates the following senior executive of such Party (the "Designated Executive") and agrees that such Designated Executives shall have full authority to resolve such Dispute. The Designated Executive for UPRR shall be John Hovanec. The Designated Executive for NTTA shall be Rick Herrington. The Designated Executive for the City shall be Bryan Beck. The Designated Executive for TxDOT shall be Maribel Chavez. In the event any Designated Executive is no longer employed by the applicable Party or has undertaken a new position with such Party that does not include responsibilities related to this Formal Agreement, such Party shall designate a replacement, and deliver written notice of such replacement to the other Parties. Any Party may also replace its Designated Executive upon written notice to the other Parties. The Designated Executives shall immediately begin to communicate regarding the Dispute, including attendance at a personal meeting if requested by any other Designated Executive, and shall exercise good faith efforts to resolve the Dispute fairly and completely within 30 days from the date of the last Resolution Response Notice. If the Dispute has not been resolved within 30 days of the submission of such Dispute to the Designated Executives (or at any time after such submission, if any Involved Party believes that time is of the essence with respect to such Dispute and that the resolution process should be expedited), then any Involved Party may by written notice to the other Involved Parties refer the Dispute to the Chief Executive Officers (or persons having equivalent decision -making authority regardless of title) of the Involved Parties for their review and resolution. 2. Non -Binding Mediation. If the applicable Chief Executive Officers do not resolve the Dispute within 20 days of submission to them, then any Involved Party may give written notice to the other Involved Parties of its intent to mediate the Dispute. If the Involved Parties do not agree upon a mediator within 20 days following the other Involved Parties' receipt of the notice of the intent to mediate, any Involved Party may refer the matter to the Austin office of the �— American Arbitration Association for non -binding mediation. The Designated Executives for the Involved Parties shall attend the mediation in person. The D-1-2 14913992w-8 applicable Chief Executive Officers will not be required to attend the mediation in person, but will remain involved in the mediation process to consult with the ...i Designated Executives. Subject to the availability of the mediator, any mediation shall be initiated within 30 days (or other mutually agreed time period) of the selection of the mediator, and the mediation process must be concluded within 45 days (or other mutually agreed time period) from the mediation start date. If such mediation is concluded without a resolution to the Dispute that is satisfactory to all of the Involved Parties, (a) if such Dispute is an Arbitrable Dispute, it shall be resolved pursuant to the procedures set forth in subsection III.R.3., or (b) if such Dispute is a Non -Arbitrable Dispute, it shall not be subject to the procedures set forth in such subsection III.R.3., but shall instead be resolved either by a final, non -appealable order of a court of competent jurisdiction or by the subsequent agreement of all of the Involved Parties. Notwithstanding the foregoing, any Dispute (whether an Arbitrable Dispute or a Non -Arbitrable Dispute) in which TxDOT is an Involved Party shall not be subject to the procedures set forth in such subsection III.R.3., but instead the Party asserting the Dispute may seek to resolve the Dispute through either its exercise of any remedy or means available in law or equity or by the subsequent agreement of all of the Involved Parties. The costs and expenses of mediation, including compensation and expenses of the mediator, but excluding attorneys' fees incurred by any Party, shall be borne 50% by UPRR and 50% by the other Involved Parties, unless such Dispute is between the Project Partners, in which case each Project Partner shall bear an equal share of such costs, compensation and expenses. 3. Final, Exclusive and Binding Arbitration. Any Arbitrable Dispute that is not resolved consistent with the procedures in subsections III.R.1. and 2. and does not include TxDOT as an Involved Party shall be finally resolved by final, exclusive, and binding arbitration under this subsection III.R.3. Judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof. (a) The arbitration process will be commenced by the initiating Party giving written notice to the other Involved Parties of its intention to arbitrate such Arbitrable Dispute (the "Arbitration Demand"). The Arbitration Demand specifically shall identify the questions to be submitted for arbitration. The other Involved Parties, within 10 business days after receipt of the Arbitration Demand, shall submit a written response to the initiating Party and the other Involved Parties that specifically responds to the questions identified in the Arbitration Demand and identifies any additional questions (which may include counterclaims or additional claims against the initiating Party arising under this Formal Agreement) to be submitted for arbitration in connection with such Arbitrable Dispute. The initiating Party, within 10 business days after receipt of the last of such response(s), shall deliver to ...i each other Involved Party a written response that specifically responds to any new questions identified in such response(s). D-1-3 14813982\V-8 (b) Venue for the arbitration shall be as set out below, unless otherwise mutually agreed by the Involved Parties. Within 20 business days after *-%Woe the Arbitration Demand is made, UPRR shall choose one arbitrator and the Involved Party or Parties that are Project Partners will jointly designate one arbitrator (collectively, the "party arbitrators") and shall notify the other Involved Parties of such choice. Within 10 days after notice is served of their appointment by such Involved Parties, the two arbitrators so chosen will appoint a third arbitrator (the "Chairperson"). The three arbitrators are hereinafter referred to as the "Arbitration Panel". Disputes which primarily involve interpretations of the scope or nature of the Parties' legal rights and obligations under this Formal Agreement shall be determined by arbitrators who are practicing attorneys or retired judges having at least 10 years experience of involvement in the litigation or arbitration of public or commercial contract disputes. Disputes which primarily involve claims or defenses based on the nature of the construction to be performed pursuant to this Formal Agreement or the facts and circumstances surrounding the execution of such construction shall be determined by arbitrators who have at least 10 years experience of involvement in both large-scale rail transportation and large-scale highway transportation projects as either an officer or construction manager at a nationally recognized construction, construction management, or civil engineering firm that has not been employed by any of the Project Partners or UPRR during the past 5 years. If the selecting Involved Parties disagree about the type of arbitrators to be appointed for any Dispute, each such N.Dole selecting Involved Party shall designate the type of arbitrator it deems appropriate and the party arbitrators shall select a Chairperson of the type they deem appropriate. The Chairperson shall preside over the Arbitration Panel. Any issue presented to the Arbitration Panel shall be decided by two or more of the arbitrators; provided, however, that in the event two or more panel members cannot reach agreement on any particular issue, the issue shall be decided by the Chairperson. If the two arbitrators so chosen are unable to select a Chairperson as provided above, the Chairperson shall be selected by a Judge of the United States Federal District Court sitting in Austin, upon a petition that forthwith shall be filed by the two arbitrators selected by the Involved Parties. Once the arbitration process has commenced and until it has concluded, the arbitrators shall not communicate ex parte with any of the Involved Parties or their representatives concerning the arbitration. The Arbitration Panel, when complete, shall meet forthwith with the Involved Parties in an initial hearing to discuss procedures and preliminary issues. (c) At the request of any Involved Party, or at the discretion of the Arbitration Panel, and consistent with the expedited nature of the arbitration procedure set forth in this Formal Agreement, the Arbitration Panel may direct the following discovery: .owle (i) the production of documents and other information; D-1-4 148139821V-8 (i i) the depositions of select witnesses identified by the Involved Parties; and (i i i) answers to written interrogatories or requests for admissions. (d) The Arbitration Panel may, in its discretion, apply the standards of Federal Rule of Civil Procedure 26 in order to resolve any disputes that may arise in connection with these discovery procedures. In addition, at the request of any Involved Party, the Arbitration Panel may enter such protective orders as are appropriate to protect trade secret, proprietary and confidential information. (e) The discovery and disclosure addressed in this Section III.R. shall be completed within 90 days after the initial hearing. If necessary to compel attendance of witnesses to provide testimony at depositions or at trial or to provide documents, any Involved Party or the Arbitration Panel may petition any court of competent jurisdiction to issue subpoenas compelling discovery. - (f) The Arbitration Panel shall, with reasonable diligence (not to exceed 120 days after the initial hearing) conduct an evidentiary hearing, and such other proceedings as they deem appropriate, and complete those proceedings. The evidentiary hearing, and all other hearings, will be held after reasonable notice is given of the time and place to the Involved Parties. At the evidentiary hearing, each Involved Party will be permitted to present its case, witnesses and evidence, if any, in the presence of the other Involved Parties, and to conduct direct and cross-examination as the Arbitration Panel may decide is appropriate. Witnesses will testify under oath and the oath taken shall have the same effect as testifying before a court of competent jurisdiction. The Involved Parties may offer such evidence as is relevant and material to such Arbitrable Dispute and shall admit such evidence as the Arbitration Panel may deem necessary to an understanding and determination of such Dispute. Conformity to legal rules of evidence shall not be necessary; provided, however, that the Arbitration Panel may consider the requirements of the Federal Rules of Evidence in resolving issues that may arise concerning the admissibility of evidence. All evidence shall be taken in the presence of all of the arbitrators and all of the Involved Parties. A written transcript of the hearing may, at the request of any Involved Party, be made. If more than one Involved Party requests a transcript, the requesting Involved Parties shall split the cost. If one or more Involved Parties requests a transcript, it or they shall pay the cost but shall have no obligation to provide a copy to the other Involved Parties. Within 10 days after the close of the evidentiary hearing, each Involved Party shall have the right to submit a written brief setting forth such Involved Party's position. D-1-5 14813982\V-8 (g) A majority of the Arbitration Panel (or the Chairperson if a majority cannot be obtained) forthwith shall issue its arbitration decision, which shall be in writing and delivered to all Involved Parties, within 30 days after the deadline for submittal of written briefs, provided, that the Project Partners and UPRR acknowledge and agree that any damages awarded under these arbitration proceedings are and shall be expressly limited as provided in subsection III.P.13. of this Formal Agreement and all of the limitations and maximum amounts set forth in such subsection shall apply to any such awards regardless of any action or holdings to the contrary by the arbitrators therein. The Arbitration Panel shall interpret this Formal Agreement and shall follow the statutory and common law that applies to the Arbitrable Dispute. The Arbitration Panel is hereby expressly authorized to include interest on any amounts awarded accruing prior to the date of such award at the rate and on the terms provided for in subsection III.I.4. of this Formal Agreement. Nothing contained herein shall be deemed to give the Arbitration Panel any authority, power or right to change, modify, add to or subtract from any of the provisions of this Formal Agreement. The decision will state the reasons upon which it is based. The decision will be final and binding upon all of the Involved Parties, but shall not in any way affect the rights or obligations of the Parties which were not Involved Parties. The Involved Parties forthwith shall comply therewith. Judgment in any court of competent jurisdiction on the Arbitration Panel's decision and award may be entered on the request of any Involved Party or of the Arbitration Panel. Such judgment shall have the same effect as any other judgment entered by such court where venue is appropriate and there is jurisdiction over the Involved Parties and the subject matter of the Dispute. Payment of damages pursuant to the arbitration decision shall be made within 30 days after entry of the Arbitration Panel's decision, whether or not it has yet been reflected in a judgment of any such court. UPRR, the City and the NTTA each hereby expressly agrees that the Arbitration Panel shall have jurisdiction to render a decision as set forth in this Section III.R. and that a court shall have jurisdiction to enter a judgment on the Arbitration Panel's award and that neither the rendering of such award or the entry of judgment on such award are preempted under state or federal law, and UPRR, the City and the NTTA each expressly waives any defense to the Arbitration Panel rendering an award or the entry of judgment on such award based on state or federal preemption. (h) Unless otherwise ordered by the Arbitration Panel, each of the Involved Parties shall bear the costs of the arbitrator selected by it, its own attorneys fees, and its own other costs associated with the arbitration, and UPRR, on the one hand, and the other Involved Parties, on the other hand, shall each bear 50% of the fees and costs incurred in connection with the Chairperson, unless such Dispute is between the City and the NTTA in which case the City and NTTA will each bear 50% of such fees and costs incurred in ..� connection with the Chairperson. The deadlines set forth in this subsection D-1-6 14813982W-8 III.R.3. may be extended by the agreement of the Involved Parties, by the Arbitration Panel or at the request of any Involved Party upon a showing of y good cause. The Arbitration Panel shall have the power and discretion, anything to the contrary in law or custom or contract notwithstanding, to award attorneys fees and costs in whole or in part to any Involved Party at any point in the proceedings pursuant to this Section III.R. of this Formal Agreement and/or if the Arbitration Panel determines that an Involved Party has acted in a dilatory manner, has proceeded in bad faith, or has caused unnecessary delay or needlessly increased the cost of the arbitration procedure. 4. Performance. Subject to the terms of subsection III.I.4, each of the Parties shall continue performance under this Formal Agreement during the process of resolving a Dispute, except to the extent that such performance is made commercially impracticable by reason of the existence of the Dispute. If it is contested that the ability to perform was made impracticable by the Dispute, that issue and damages relating thereto shall be decided by the Arbitration Panel in any evidentiary hearing and related proceedings. 5. Interim Relief. Notwithstanding the foregoing, any Party may resort to any court of competent jurisdiction to the extent reasonably necessary to (a) avoid expiration of a claim that might eventually be permitted, including claims seeking orders requiring compliance with this Section III.R., (b) obtain interim relief, including injunctive relief, to preserve the status quo or prevent irreparable harm, or (c) vindicate a Party's ,%woe intellectual property rights, including, without limitation, the recovery of money damages for infringement or other misappropriation. 6. Confidentiality. The informal dispute resolution, mediation, and arbitration and all proceedings thereunder shall be confidential and, absent a court order or subpoena, no Party, nor any mediator, or arbitrator may disclose to any third party the existence, content (including communications, documents and pleadings), or results of any proceeding hereunder without the prior written consent of each Party. 7. Choice of Law and Forum. The Parties hereby agree that Texas law will apply to any Dispute, without giving effect to any conflict of law rules or other rules that might render such law inapplicable or unavailable. The Parties agree that all mediations and all arbitrations shall be conducted in Austin, Texas, except to the extent the Parties explicitly agree otherwise in writing. The Parties (except TxDOT) agree to sign all documents and to do all other things reasonably necessary to submit any such matter to arbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder. 8. Governing Rules. Unless otherwise agreed by the Parties at the time of such election, the rules governing mediation or arbitration shall be the Construction Industry Dispute �..� Resolution Procedures of the American Arbitration Association. D-1-7 14813982\V-8 EXHIBIT A-12 *"■/ APPROVED FORM OF FIRST AMENDMENT TO ROSEDALE OVERPASS AGREEMENT BETWEEN TXDOT, CITY, RAILROAD AND NTTA [follows this page] A-12-1 DAL:0567318/47205:1851513 v 10 FIRST AMENDMENT TO ROSEDALE OVERPASS AGREEMENT This FIRST AMENDMENT TO ROSEDALE OVERPASS AGREEMENT (this "Amendment") is made as of this day of , 2009, by and among Texas Department of Transportation, an agency of the State of Texas (the "State"), Union Pacific Railroad Company, a Delaware corporation (the "Company'), the City of Fort Worth, Texas, a Texas home -rule municipality (the "City") and the North Texas Tollway Authority, a regional tollway authority and political subdivision of the State of Texas (the "NTTA"). WITNESSETH: WHEREAS, the State, the Missouri Pacific Railroad Company (the Company's predecessor -in -interest) and the City entered into that certain Agreement dated as of June 20, 1977 (the "Existing Rosedale Agreement") regarding the construction of four overpass structures to carry Metropolitan Highway 50 and its connections to Interstate Highway 30 (the "Existing Rosedale Structures") across the Company's tracks near Rogers Avenue and Mistletoe Drive in Fort Worth, Tarrant County, Texas. WHEREAS, the State, the Company, the City and the NTTA are parties to that certain Formal Agreement dated as of January 8, 2009, as amended (the "Formal Agreement") regarding the design, construction, operation and maintenance of a new highway known as Southwest Parkway/SH 121 which will be constructed along the Company's tracks and will cross over such tracks on two new overpass bridges in the vicinity of the Company's Milepost No. 250 (the ,%.r "SWP/SH121 Bridges"). Pursuant to the Formal Agreement the NTTA will be constructing such new highway. In connection with the Formal Agreement the NTTA, the City and the Company have executed and delivered a Construction Coordination Agreement dated as of September _, 2009 (the "Coordination Agreement") which establishes the access and construction methods, restrictions and working procedures that will apply to the construction of the SWP/SH121 Bridges. WHEREAS, the State and the NTTA have agreed, as part of the "Crossing Project" (as defined in the Formal Agreement), to cause the reconstruction and reconfiguration of the Existing Rosedale Structures to accommodate beneath them both new Southwest Parkway/SH121 and two (2) new Company tracks (defined in the Formal Agreement as the "North Mainline Bypass Tracks"). WHEREAS, the State has this day conveyed to the Company, among other things, fee title in two parcels in the vicinity of the Existing Rosedale Structures, Parcel 09-10 Pt. 3 and Parcel 09-10 Pt. 5, as legally described on Exhibit A-1 and Exhibit A-2, respectively, attached hereto (the "Rosedale Co -Existence Parcels") to permit the Company to construct such "North Mainline Bypass Tracks". WHEREAS, the Company desires to include within the "Crossing Areas" as shown on Exhibit A to the Existing Rosedale Agreement those portions of the Rosedale Co -Existence Parcels that will be located directly beneath the Existing Rosedale Structures as reconstructed •..� and reconfigured pursuant to this Amendment (the "Supplemental Rosedale Crossing Areas") 14814743N-2 shown as crosshatched on the site plans attached hereto as Exhibit A-lA and Exhibit A-1B (as to 1144000, Parcel 09-10 Pt. 3) and as Exhibit A-2A and Exhibit A-213 (as to Parcel 09-10 Pt. 5). NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, respectively, the parties agree as follows: 1. Supplemental Rosedale Crossing Areas. Section 1 and Exhibit A of the Existing Rosedale Agreement are each hereby amended to include the Supplemental Rosedale Crossing Areas within the "Crossing Areas" depicted on such Exhibit A within which the Company grants the State and the City the same construction, maintenance and use rights as apply under the Existing Rosedale Agreement, except as expressly modified in this Amendment. No specific "Construction Easements" will be granted along the boundaries of the Supplemental Rosedale Crossing Areas as was shown on Exhibit A to the Existing Rosedale Agreement with respect to the original "Crossing Areas" since the Company has already granted temporary construction rights to the NTTA with respect to the reconstruction and reconfiguration of the Existing Rosedale Structures pursuant to Section 3 of the Coordination Agreement. 2. Plans. The NTTA has submitted to the Company plans and specifications for the reconstruction and reconfiguration of the Existing Rosedale Overpass Structures, which plans and specifications are attached as Exhibit B (Supplement No. 1) hereto. Such plans and specifications are hereby included in and made a part of Exhibit B to the Existing Rosedale Agreement and any further changes therein shall be subject to the written approval of the Company as provided in Section 9 of the Coordination Agreement. **moo, 3. Access and Construction Procedures. All matters concerning access to the Supplemental Rosedale Crossing Areas and the construction constraints and requirements applicable to the anticipated demolition, reconstruction and reconfiguration of the Existing Rosedale Structures by the NTTA to take place therein, including, without limitation, the terms and conditions to entry of the NTTA's contractors onto such Supplemental Rosedale Crossing Areas, shall be governed by the Coordination Agreement rather than by the Existing Rosedale Agreement, and the parties acknowledge and agree that all such work is included within the "Crossing Project" as defined in the Coordination Agreement. 4. Related Company Work. Notwithstanding anything to the contrary in the Existing Rosedale Agreement, the provisions set forth therein regarding reimbursement to the Company for work related to the Existing Rosedale Structures shall not apply to the demolition, reconstruction and reconfiguration of the Existing Rosedale Structures pursuant to this Amendment and all such matters shall be governed solely by the Formal Agreement and the Coordination Agreement. 5. Conflicts. In the event of any conflict between the terms of this Amendment and the terms of the Formal Agreement or the Coordination Agreement, the terms of the Formal Agreement or the Coordination Agreement, as the case may be, shall govern. -2- 14814743,V-2 6. Miscellaneous. 1%ftpoll (a) Notices. All notices under this Amendment shall be delivered to the parties at the respective addresses and pursuant to the procedures set forth in the Formal Agreement. (b) No Other Modifications. Notwithstanding anything to the contrary contained herein or inferred hereby, or in any other instrument executed by the Parties, or in any other action or conduct undertaken by the parties on or before the date of execution hereof, the agreements, covenants and provisions contained herein constitute the only evidence of the parties' agreement to modify the terms and provisions of the Existing Rosedale Agreement. No express or implied consent to any further modifications of the Existing Rosedale Agreement shall be inferred or implied from the parties' execution of this Amendment. (c) Choice of Law. THIS AMENDMENT SHALT_ BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS. (d) Execution. This Amendment may be executed in multiple counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement. Signatures of this Amendment transmitted by facsimile or via electronic mail (*.pdf or similar file types) shall be valid and effective to bind the N10001 party so signing. (e) Joinder of the NTTA. The NTTA joins the execution of this Amendment solely for the purpose of acknowledging that the demolition, reconstruction and reconfiguration of the Existing Rosedale Structures being undertaken by the NTTA pursuant to, and subject to the terms and conditions of, the Formal Agreement (as part of the Crossing Project), is also subject to the terms of this Amendment. In no event shall the NTTA, by its joinder herein, be deemed to have assumed any liability or responsibility for the operation or maintenance of the Existing Rosedale Structures. [Signature Page Follows] -3- 14814743\V-2 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the Effective Date first herein written. UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: Name: Title: NORTH TEXAS TOLLWAY AUTHORITY By: Name: Title: APPROVED AS TO FORM: LOCKE LORD BISSELL & LIDDELL LLP, General Counsel By:_ Name: Title: Signature Page to First Amendment to Rosedale Overpass Agreement 14814743\V-2 CITY OF FORT WORTH, a Texas home -rule municipality By: Name: RECOMMENDED BY: By: Name: Title: Department: APPROVED AS TO FORM: By: Name: Title: `5001 TEXAS DEPARTMENT OF TRANSPORTATION By: Name: Title: Signature Page to First Amendment to Rosedale Overpass Agreement 14814743%V-2 Tract 09-10 Pt3 ROW CSJ: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 1 of 6 Pages Being a 1.798 acre tract of land situated in the E. S. Harris Survey, Abstract No. 688, City of Fort Worth, Tan -ant County, Texas, said 1.798 acre tract of land being a portion of Lots 1-8, Block 1 of Restaurant Row Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Cabinet A, Slide 6834 of the Plat Records of Tarrant County, Texas, said Lot 1 being deeded by Union Pacific Railroad_ Company to SPH 1997, Ltd. by Special Warranty Deed dated August 26, 1997 and recorded in Volume 12883, Page 574 of the Deed Records of Tarrant County, Texas, said Lot 2 being deeded by SPH 1997, Ltd, to Houghton Capital Corporation by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169854 of said Deed Records of Tarrant County, Texas, said Lot 3 being deeded by SPH 1997, Ltd. to ECV Partners, Ltd. by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169855 of said Deed Records of Tarrant County, said Lot 4 being deeded by SPH 1997, Ltd. to CFF Partners, Ltd. by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169856 of said Deed Records of Tarrant County, said Lot 5 being deeded by SPH 1997, Ltd. to Houghton Capital Corporation by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169857 of said Deed Records of Tarrant County, Texas, said Lot 6 being deeded by SPH 1997, Ltd. to Commerce First Financial, Inc. by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's Fite No. D2061.69858 of said Deed Records of Tarrant County, Texas, said Lot 7 being deeded by SPH 1997, Ltd. to Houghton PK Management, LLC by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169860 of said Deed Records of Tarrant County, Texas, said Lot 8 being deeded by SPH 1997, Ltd. to CFF Corporation by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169859 of said Deed Records of Tarrant County, Texas, said 1.798 acre tract of land also being a portion of a 1.938 acre tract of land deeded by 'Mos. W. Lake to the Texas and Pacific Railway Company by Deed dated January 23, 1879 and recorded in Volume K, Page 581 AND Volume 936, Page 563 of said Deed Records of Tarrant County, Texas, said 1.938 acre tract of land also being a portion of Lots 2 through 6, Block 10 of Sangamo Park, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 565, Page 352 of said Deed Records of Tarrant County, Texas, said portion of Lots 2 through 6 being deeded by Eda O. Dumble and husband, R. Norman Dumble to the Texas and Pacific Railway Company by deed dated September 22, 1926 and recorded in Volume 936, Page 563 of said Deed Records of Tarrant County, Texas, and also being a portion of the existing right-of-way of Metropolitan Highway 50 (a variable width right-of-way), said 1.798 acre tract of land being more particularly described by metes and bounds as follows: OORRONDONA & ASSOCIATES. INC. 670713RENTWOOD STAIR ROAD surrE 5o FoRr WORTH, TEXAS 76112 817-496.1424 FAX 817-496-1768 Tract 09-10 PO ROW CSJ: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 2 of 6 Pages BEGINNING at an "X" cut in concrete found for the east corner of said Lot 8 and the east corner of said Restaurant Row Addition, said "X" cut in concrete being the intersection of the southwesterly right-of-way line of Forest Park Boulevard (a variable width right-of-way) with the existing southeast right-of-way line of State Highway 121, said "X" cut in concrete also being in the northwest right-of-way line of the Union Pacific Railroad, said "X" cut in concrete having grid coordinates of N=6,952,629.41 and E--2,321,253.20; (1) THENCE South 58 degrees 05 minutes 54 seconds West, with the southeast line of said Restaurant Row Addition, with the northwest right-of-way of said Union Pacific Railroad and with the existing southeast right-of-way of said State Highway 121, a distance of 1066.96 feet to a R.O.W. Marker found for the intersection of the existing southeast right-of- way line of said State Highway 121 with the northeast right-of-way line of Metropolitan Highway 50 (a variable width right-of-way); (2) THENCE North 83 degrees 39 minutes 33 seconds West, with the northeast right-of-way line of said Metropolitan Highway 50, a distance of 2.30 feet to a point for corner; (3) THENCE South 57 degrees 06 minutes 22 seconds West, a distance of 425.91 feet to a point for corner in the southwest right-of-way line of said Metropolitan Highway 50, from which an "X" cut in concrete found for reference in the northerly right-of-way line of West Rosedale Street bears South 73 degrees 08 minutes 56 seconds East, a distance of 83.96 feet; (4) THENCE North 73 degrees 23 minutes 05 seconds West, with the southwest right-of-way line of said Metropolitan Highway 50, a distance of 47.07 feet to a R.O.W. Marker found for corner at the intersection of the existing southeast right-of-way line of State Highway 121 with the southwest right-of-way line of said Metropolitan Highway 50; (5) THENCE South 58 degrees 10 minutes 40 seconds West, with the southeast line of said tract of land deeded to the Texas & Pacific Railroad and with the existing southeast right-of- way line of said State Highway 121, a distance of 445.51 feet to a R.O.W. Marker set for the intersection of the proposed southeast right-of-way line of said State Highway 121 with the existing right-of-way line of said State Highway 121, said R.O.W. Marker being the beginning of a Control of Access Line, said R.O.W. Marker being 127.03 feet left of and at right angles to centerline station 378+73.58 of the proposed centerline of State Highway 121, said R.O.W. Marker being the beginning of a non -tangent curve to the left having a radius of 5,737.99 feet, a central angle of 02 degrees 07 minutes 32 seconds and whose radius bears a radial bearing of North 33 degrees 04 minutes 55 seconds West; GORRONDONA & ASSOCIATES, INC. 6707 BRENiWOOD STAIR ROAD SUITE 50 FORT WORTH. TEXAS 76112 817-/96-1424 FAX 817-496-1768 Tract 09-10 Pt3 ROW CSJ: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 3 of 6 Pages (6) THENCE with said non -tangent curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 212.87 feet to a R.O.W. Marker set for the beginning of a reverse curve to the right having a radius of 5,721.16 feet, a central angle of 01 degrees 52 minutes 14 seconds and whose radius bears a radial bearing of South 35 degrees 12 minutes 27 seconds East; (7) THENCE with said reverse curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 186.78 feet to a R.O.W. Marker set for corner; (8) THENCE North 58 degrees 10 minutes 41 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 199.29 feet to a R.O.W. Marker set for comer; (9) THENCE North.55 degrees 53 minutes 15 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access lane, a distance of 25.02 feet to a R.O.W. Marker set for corner; (10) THENCE North 58 degrees 10 minutes 41 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 302.12 feet to a R.O.W. Marker set for beginning of a curve to the left having a radius of 1,453.81 feet, a central angle of 04 degrees 37 minutes 24 seconds and whose radius bears a radial bearing of North 31 degrees 49 minutes 19 seconds West; (11) THENCE with said curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 117.31 feet to a R.O.W. Marker set for corner; (12) THENCE North 58 degrees 11 minutes 44 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 882.35 feet to a R.O.W. Marker set for corner; (13) THENCE North 88 degrees 10 minutes.54 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 38.26 feet to a R.O.W. Marker set for corner; (14) THENCE North 31 degrees 49 minutes 20 seconds West, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 3.09 feet to a R.O.W. Marker set for corner; GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTK TEXAS 76112 $17-496.1424 FAX 817-496-1768 Tract 09-10 Pt3 ROW CSJ: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 4 of 6 Pages (15) THENCE North 58 degrees 10 minutes 46 seconds East with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access line, a distance of 14.56 feet to a R.O.W. Marker set for corner in the northwest line of said Restaurant Row Addition and in the southwest right-of-way line of said Forest Park Boulevard, from which a 1/2 inch iron rod found for the most easterly north corner of said Lot 8 and for the most easterly north corner of said Restaurant Row Addition bears North 29 degrees 06 minutes 56 seconds West, a distance of 40.15 feet; (16) THENCE South 29 degrees 06 minutes 56 seconds East, with the northwest line of said Restaurant Row Addition and with the southwest right-of-way line of said Forest Park Boulevard, a distance of 33.23 feet to the POINT OF BEGINNING, and containing 78,303 square feet or 1.798 acres of land, more or less. Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD- 83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 518 inch iron rods with blue caps stamped "Gorrondona & Assoc Mc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT rr AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND JUNE 3, 2004 Richard Kennedy tRI�C;HAR16 N EN DYRegistered Professional Land5527No_ 5527o`t SURv GORRO,YDONA k ASSOCIATES, (NC. 6707 BRENTWOOO STAIR ROAD "SUITE 50 FORT WORTH. TEXAS 761)2 817-496-1424 FAX 817-496-1768 n r`1 E � ( l INTERSTATE PROPOSED — TEXAS k PALIFA RAILROAD CENTERUNE VDLUW K, PAGE 5E1 SH 121 VLILULNE 038, PARE sw 380+00 D.R.T.Q7. \ 1�J 1-IN 3 SET ROW N a_,-tt1 1M.1• - EXISTING ors RIGHT-OF-WAY SH 121\� HIGHWAY NO. 30 T FAST VICKERY ,BGU L 2/^'7Q'O,Q9s xas7aUR�r Roar: �7 7 SPH 1997 LTG, dDDlrION 1 _/ >`^ �� ,y vOLUrE i2E03' PACE D74 CABIN P.R.T CEDE $84} e LOr If 376+00 \ �9} rh ' VO st /n 3714-00 s •2`\ t�J RIGHT-OFS-SWAY 6�l�` r v�1ir• '•• SET RC0W "C OF ' Js? N 5$'1Q41�E� N 5$10141 2 C 199.29' L-3 302,12' 5�, �'•••••' FND ROWER1 i? ;:':ia:ii:v:::iii, \ \ a a7s+2a0e \? S I15r06'22' \ \ \ \ S 53.96 FND 'X' CUT \ \ \ \ \ IN CONCRETE ROSEDAEFs\STREET RIGHT —OF-- WAY ME TR OPOLITIAN CURVE TA-BL—E ®t-iMliC.K*15;5ai[liiUNPA, LEGEND PROPOSED ROW LINE PROPERTY UNE -� SURVEY LINE—i---;� EMI EASEMENT' UNE CNTL OF ACCESS UNE_ 'C OF A' RECONSTRUCTED CORNER ROC SURVEYED ON THE GROUND JUKE 6, 2DO2 KENNEDY, RPLS No. 5527 k AI ASSOCIATES, INC. @ 6707 BRE LINE TABLE UNE BEARING DISTANCE L-1 N 83'39'33W 2.30 L-2 N 73'23'05'W 47.07 L-3 N 55'53' 15'E 25.02 L-4 N 88' 10'54'E 38.26 L-5 N 31'49'20'W 3.D9 L-6 N 58-10'46'E 14.56 L-7 S 29'06'56"E 33.23 2F TF K RICHARD KENNEDY X t' � 5527 ED �O ASS � SUR PAGE 5 OF 6 PAGES =s g!INC; W5 N 5'8'11'44�E fo , r >< � z' r►_1 RA?_35' ' , Q uj Z J ROWi k4%J';.. �7 .SET ROW MARKER-- .Y. U 425.91' SEE S wm'54" W 106Q.96' Q FNO ROW MARKER DETAIL 'A' EXIS71N0 EXISTING RIGHT-OF-WAY RIGHT-OF-WAY SH 121 SH 121 NOTES: HIGHWAY 50 (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOWPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT ;•;;y;;y; „ CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. ��1 y}}:?{';:, (3) THE COORDINATES SHOWN ARE GRIO COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM. WAD-W, NORTH CENTRAL. ZONE, MERINO A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT, FNO ROW (4) RIGHT-OF-WAY MARKERS ARE 3/B' IRON ROOS WITH BLUE GAPS STAMPED "GORRONDONA & ASSOC INC FORT WORTH TEXAS", UNLESS NOTED OTHERWISE. DETAL 'A' (5) ACCESS !S PROHIBITED ACROSS THE -CONTROL OF ACCESS UNE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. 150 75 0 150 SCALE IN FEET TX. - PH. 917/496-1424 FAX 817/496-1798 NORTH TEXAS TOLLWAY AUTHORITY STATE HIGHWAY 121 PjoHT—OF— wAY PLAT TRACT 09-10 PT-3 AREA 1.726 AC. OWNER: SPH 1297, LTD., HOUGHTON CAPFUL CORP. EEY PARTNERS, LTD., CFF PARTNERS, LTD. COMMERCE FIRST FINANCIAL, INC. HOUGHTON PK MAN 41EMENT, LLC CFF CORPORATION TEAS do PACIFIC RAILROAD MAY 13, 2009 SCALE: 1" - 150' ~�rR oA 4C O 4 > 4~DeR Q, HOC �lo�w n VARD ens 365+00 361+00 W COYYEIICE FlRST 1, pK PROPOSED CENTERLINE SH Q C.CLC .F. N �1�658 C.QF 1W L • O.RT.C.T, PROPOSED O.R.T.C.T. OFF CORPORATION -w-+ RIGHT-OF-WAY C.C.r. NC. 020818"59 • w ; MR.T.C.T. FNO 1/2'IR N 58 11 44 E , c w A 882,35 - _r'e: : Lor'�; :Tor e �— S 58'05 54 1068.96 (�Q � �j (� � SEE UN90N P1n CMC IJ j]QOa„�('�DAB RIGHT-OF-WAY DETAIL 'B' SH 121 CURVE TABLE �WTfi inffi • • NFZFX:TFA wimmx:iFi - ffoiY;f"- Kur; �i LINE TABLE UNE BEARING DISTANCE L-1 N 83'39'33V 2.30 L-2 N 7323'05"W 47.07 L-3 N 5553'15"E 25.02 L-4 N 88'10'54"E 38.26 L-5 N 31'49'20"W 3.09 L-6 N 58' 10'46"E 14.56 L-7 I S 29'06'56"E 1 33.23 LEGEND PROPERROPOSED ROW UNELINE -� SURVEY LINE —�- �- EMT. EASEMENT UNE CNIL OF ACCESS LINE 'C OF e RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND JUNE 6, 20M CORRONOONA & ASSOCIATES, INC. • 6707 13R o � >0041 2�A bo 121 \S ,r 10 N 29.06*56"W C\ �40.15' LOT T %atP.O.B. FNO "X" CUT IN CONCRETE N-6,952,629.41 E-2,321, 253.20 121.00' LT. 359+00.65 DETAIL 'B' 1 Y 150 75 0 150 SCALE IN FEET PAGE 6 OF 6 PAGES FORT WORTH, TX. - PH. 1317/490-1424 FAX 917/496-1768 NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH AOOOMPAPNES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TDIAS COORDINATE STSTEW. WAD-87, NORTH CENTRAL ZONE, UTILIZING A MOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) WITH�UE wACAPS STA►ED E 6/8- N IRON RODS ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE. (d) ACCESS IS PROHIMED ACROSS THE 'CONTROL ACCESS UNV TO THE TRANSPORTATION TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. NORTH TEXAS TOLLWAY AUTHORITY STATE HIGHWAY 121 RIGHT -OF—WAY PLAT TRACT 09-10 PT3 I AREA: 1.796 AC. OWNER; SPH 1997, LTD., HOUGHTON CAPRAL CORP. ECV PARTNERS. LTD., CFF PARTNERS. LTD. COUMERCE FIRST FINANCIAL. INC. HOUGHTON PK MANAGEMENT, LI_C CFF CORPORATION TDVAS & PACIFIC. RAILROAD MAY 13. 4009 SCALE: 1' w ISO' f--,C4-1 P,s 17— A, .7 Tract 09-10 Pt5 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 1 of 4 Pages Being a 0.086 acre tract of land situated in the T. White Survey, Abstract No. 1636, City of Fort Worth, Tarrant County, Texas, said 0.086 acre tract of land being a portion of the east remainder of a tract of land described as Tract No. 2 deeded by Charlie Hillard to Charlie Hillard, Inc. by Deed dated December 7, 1978 and recorded in Volume 5566, Page 188 of the Deed Records of Tarrant County, Texas, said 0.086 acre tract of land also being a portion of the existing right-of- way of West Rosedale Street (a variable width right-of-way), said 0.086 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 1/2 inch iron rod with cap stamped `Brittain & Crawford" found for the east corner of said 2.747 acre tract of land, said 1/2 inch iron rod with cap stamped "Brittain & Crawford" being the intersection of the existing southeast right-of-way line of State Highway 121 with the southwesterly right-of-way line of Rogers Road (a variable width right-of-way), 1/2 inch iron rod with cap stamped "Brittain & Crawford" also being in the northwest line of a tract of land deeded to Union Pacific Railroad Company as recorded in Volume K, Page 582 of said Deed Records of Tarrant County, Texas, said 1/2 inch iron rod with cap stamped "Brittain & Crawford" also being the beginning of a curve to the right having a radius of 5689.65 feet, a central angle of 04 degrees 26 minutes 20 seconds and whose radius bears a radial bearing of North 32 degrees 00 minutes 30 seconds West, said 1/2 inch iron rod with cap stamped "Brittain & Crawford" having grid coordinates of N=6,950,839.13 and 1r2,318,339.56, said 1/2 inch iron rod being 139.09 feet left of and at right angles to centerline station 393+21.91 of the proposed centerline of State Highway 121; (1) THENCE with said curve to the right, with a southeast line of said 2.747 acre tract of land, with the northwest line of said Union Pacific Railroad Company tract of land, and with the existing southeast right-of-way line of said State Highway 121, passing at an are length of 278-76 feet a R.O.W. Marker set for corner in the north right -of way line of West Rosedale Street (a variable width right-of-way), said R.O.W. Marker being 140.57 feet left of and at right angles to centerline station 395+94.03 of the proposed centerline of State Highway 121 , in all, an arc length of 440.79 feet to a point for corner in the right -of way of said West Rosedale Street, said point being the beginning of a Control of Access Line, said point being 141.24 feet left of and at right angles to centerline station 397+52.17 of the proposed centerline of State Highway 121; (2) THENCE North 58 degrees 37 minutes 43 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 364.31 feet to a R.O.W. Marker set for corner; OORRONDONA A ASSOCIATES. INC- 67M BRENfWOOD STAIR ROAD SUITE SO FORT WORTH, TEXAS 76112 817-496-1424 FAX 817-496-1768 Tract 09-10 Pt5 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 2 of 4 Pages (3) THENCE North 62 degrees 26 minutes 33 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 66.34 feet to a R.O.W. Marker set for comer; (4) THENCE North 58 degrees 09 minutes 51 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 4.21 feet to a R.O.W. Marker set for corner; (5) THENCE North 31 degrees 49 minutes 06 seconds West, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 1.42 feet to a R.O.W. Marker set for corner: (6) THENCE North 58 degrees 10 minutes 54 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 5.66 feet to a R.O.W. Marker set for comer in the northeasterly line of said Tract No. 2, said R.O.W. Marker being in the southwesterly right-of-way line of said Rogers Road; (7) THENCE South 32 degrees 20 minutes 48 seconds East, with the northeasterly line of said Tract No. 2 and with the southwesterly right-of-way line of said Rogers Road, a distance of 9.25 feet the POINT OF BEGINNING, and containing 3,752 square feet or 0.086 acres of land, more or less. GORRONDONA & ASSOCIATES, DiC. 6707 BRFNi1VOOD STAIR ROAD SURE 50 FORT WORTH. TEXAS 76112 817•49&1424 FAX 817-0964768 Notes: Tract 09-10 Pt5 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 3 of 4 Pages (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND April 25, 2005 OF T Richard Kennedy ---- —r- �s Q Registered Professional Land i9►QFF1p�Q'' O No. 5527 S U R`l y ' OORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR ROAD SUJTE 50 FORT WORTH, TEXAS 76112 817-496.1424 FAX 80-496-1768 CURVE TABLE CURVE I ELTA I ARC C-1 0M0,79'] N 38'3r43"E LEGEND EAST REMAINDER OF TRACT NO. 2 CHARLIE HILLLARD, INC. VOLUME 5566, PAGE 188 O.R.T.C.T. 384,31' PROPOSED ROW LINE PROPERTY LINE—�—�8.- ��C ti T<' SURVEY UNE -- E we P v STq, f- EXIST. EASEMENT LINE - -- -- - - �<t- c^� '9 CNTL OF ACCESS LINE N (IC OF A) "' " + RICHARD KENNEDY RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND AUGUST 15, 2002 9' 5527� 0� \ Su RICHARD KENNEDY, RPLS No. 5527 PROPOSED — RIGHT—OF—WAY "C OF A" PROPOSED CENTERLINE SH 121 SET ROW N dr26'33"F MARKER 66.34' C-1 / SEE EXISTING DETAIL '9' RIGHT—OF—WAY SH 121 UNION PACIFIC RAILROAD COMPANY RADA, VOLUME K. PAGE 582 �\ D.R.T.C.T. LINE TABLE LINE BEARING DISTANCE L-1 N 58'09 51'E 4.21 1.-2 N 31'49'06"W 1.42 L-3 N 58'1O'54'E 5.66 L7-4 S 32'20'48"E 9.25 60 30 0 60 mi SCALE IN FEET PAGE 4 OF 4 PAGES 1768 FNO 1/21R W/CAP STAMPED "BRTTTAIN k CRAWFORD" N-6,950,839.13 Es2,316.339.55 139.A_ 9l L T 393+21.91 NOTES: A LEGAL _ N OF _ (1) HERE*YM ACCOMPAN SURVEY DATE (2) CONTROL FOINGS R STATE HIGHWAYO121E BEARINCT GS S AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83. NORTH CENTRAL. ZONE, UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. / (4) WTTH BLUE CAPS STAMPED 'CORR- IRON S ONDONA k ASSOC INC FORT WORTH TEXAS". UNLESS NOTED OTHERWISE, (5) ACCESS IS PROHIBITED ACROSS THE -CONTROL OF ACCESS UNE" TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. NORTH TEXAS TOLLWAY AUTHORITY SOUTHWEST PARKWAY (SH121 T) MUTUAL ACCESS AGREEMENT TRACT 09-10 PT5 I AREA: o.om At OWNER. THE STATE OF TEXAS MAY 15, 20C9 SCALE: 1' - 50' 13085+00 13080+00 IJI/V li ZZ nl"j .ON 7x4S 009 0 r _ y DTIN Z do Jimms f f # J ' _ jigum s-v�av DrnssoID a'rvoasoa � ,� � , # � " WAS) [z[ HS '� . - 4 YHHY MUM OS AYMHDIH DIALLSM 311,03SOa ! t ' n 4 - _ _ _ Y9tlY DNIS607D OC AYMNDIH - — . _ _ --'" - 7YNOLRddY d9SOdOad --� 0£ Hi Y . • l� 13 V+00 A31 - '174 P- k or., IL lot ? --,&, HIGHWAY 50 CROSSING AREA 1,0SEDAE Rib p cc ox -A 4r tA ILA- J'l SH 121 (SWP) ROSEDAI R CROSSING AREAS EXMBrr SHELrr 2 OF 2 NT-TA I- Nor July 22, 2009 snar No. 4 V) 100.% SUBMITTAL ud PHb. uo [.Ec or OFAEF RZ J?l• 30!-" §.,57 5, .6-is ORDER IEs -v t - - - nF FAQe2r 1,11, . - . , .44 BASIC sf. lWl .. .... , .......... ............ I .. ...... ................. .. 3 CO SPA • 2M.15V I PLA7E CODE45 w" LD R,,e ...I--' - -' , - '--- RE TYPICAL SECTION zi ... - I',;. I m 1 14 " 07 ml qzYcvr Exsjjr4G e*jCCE SrRUCIUR' WAGS C"ECION -.:L. . .... 1� EXSTN TO cxcio;i aEmr a avr mi all. F 6 "(STACSSED COmoRCTC G. .,.,TKtdl 3aw-ml 5E ec.43) 7 Al" *P Rks 'esset w M4 "l. ull SPAN -v aw I— I ; 1� 11 a TA 21141.3 1 2�6�0� DECk. A&h%� 7 A GALLED Mrs 2 MT bao'd D, F GAZER 5 A !%lS7f4G CRA3E OR PROP= NIH GRACE CR TCP or L LRLrT UU0 I L!C >3ie L04 RA HOR12ONTAL CLRVE ; 't -,CWAZ!s CURVE ClArAl 3CE 4tM-1 via ► LTA -TArpN 163& —1saw J24' AlCRCC 2412V4 vc CATV 22,6 )VT. --.,ass P " PLAN 0 VC 20 3c - 4C I boo VS 'StAlIM 15-03.11? - !!2m5;z;;-2 Urc, !-??.as. �CRU.SCALE IN FC[_ ............. ... ...................................... Rp ..... ........... ...... ........... I .......... ...... .. ..... . ....... ............ .................. . ........... . ........ ....... .... ...... .... .. I AN fiftaGE RAL o,. OtL. LrMZIE!, V TSM.*AL SUZ-Of 610 1 ....... .................... .......... ..... . ......... ........... .. . ............. 4 ....... ... ------- to* 45LAS'SlIk PLktt HOER 4Nh ...................................... ............. ........... ........... .......... ........ . ......... .... . ...... ........... ... .......... .......... 1.7 �W*m - ..' I ........ ........ . .......... i............ ............. ............. ............ I ........... ; ...... . .............. ............ .............. .............. . ........... ........... i;c 'ou 550 ST AAAINNIIIII .............ire sYil ............... ..... ...... ....... ....... ......... ........ ...... ............ . ............. ...... .. . . .......... ...... .................... 5701 570 ....... ....... ...... .. ............. Sfi0 3aN I I $ + L Pan n! ............. ...... . .......... ................... . ......... .... . . ..... .... .... .. ................. .... I T ......... ..... ........ I .. many . ;? ..... I C�.*tt� BACK EXIST . . px "] ................ ....... ....... ...... 6 ... .......... . ............ 5501 ....... lf_x,Sw 'cu1TNvl'RSN.L ........ 'I . ......... ............ ........ . ........ ... ........ ... .......... ........ .... ...... ............ . .. .......... ... ........... c 5vFcl"t,wpw rcR LlCMTNc t A ,!YAfts 13K VL E -AGE -,cp eo. L END C1111 A • "Ropwo _!N" ............... ................... . ........ ................... ....................... ..... .............. ................. . ... ELEVATION 4 s' cc '11-s I U'fT D A. flV CCL. i ............ • ... ............. .. ........ EYSTI%C AW .... . .. 0 ... . ... I ......................... ... ....... — ....... . . . .............. ...... ... ........ .... ........... SOUTHWEST PARKWAY placw hVfN f4rXAS YCLIWAY AUDY 8RIDGE LAYOUT 3DE-ROS CONNECTOR Rlm.i lrv�— R, I&L 41AW: .. . ....... *1 ccR-.PA-.: me. ow-weam 1-ev ?ae or VA z D e 620 610 600 580 HORIZONTAL CURVE ELEVATION kolm sa Norrs 1.11 0% sidEr I or 3. 30 4D F-rcl L. 'T 1- __-- .... .... . . 1620 610 90j . ... . ...... 580 L 'RE-M 510 SOUTHWEST PARK) ... ........ ... ........ AMW 560 NNIM fjJW MLMAT AUTM BRIDGE LAYOIr 550 30E-ROS CONNECT, its JAACLW =IWX- OE SEE rat CO.LM 20-00 1 b i S innir CHAMITTAE 4 U,I.121N ixC�TlJf•RR / / /v , / i /,' ' / / • . 2].Q•�' 1.,2!' yA • CCRISTCNCE LINO „ �CKPR. /// .i T PRO+ / ji,J .' A i•i 1 1.200' 8.95, aA09' e.aa• t La00' / ( P , ,!�'._ ,U 7QP•fr Or Or RM / * -._ ••; •.eaA' 4�g�� / % i .,�"/.,/-,,S,aEJ _r•_C/ .G_1:RR Tscl tTAE M L16 T^ b vMEiPCL HERC tLT Xs R/..i. IOLGROR 2fA •44.26 All `_ AJ :AL L-RASALL t I ry�l CC1171P •^•' TA 70-31W l t0.34]� .q ! • i i ........... .... ........ ...........;.... •.,�...... ........_... , .,:.y...... ,.. y_ '. ...... .............. x + to SPA . t9.r t.rsa 4`.. :•' Sx•las -- .T 4 �A 'i.t+. SSA l �TA 20•S0J!A' l� • p 1. ,E >< ,• i ,• OR3tl1 1 0R3TR e P�4:t-srAs i c'4,� i : i i h TYPICAL SECTION i 7]•Ct'i5' 1,' ^ STA YC•9lJ�i MCA 2 STA t009jj .79 , f t ' • ' �a mil, n S SPAN + Jtr '�:1t••'::1:� -... _ _�1__ _ _ __. �i:,'. �:.:.:�rtu9+.t.._. (t.•axa:�`�:� .,i% _....�._..._ _ !-./.../-_..... _ _ �.. _ .. _... r f ]EC it COWER S'i t -,i Mt• �eENi A ...'a �. _._.• .. .. ... �;r.y.....�:_ 1723!'Cv_RAL _IP•e1.0! / A21#.Kpy,/}'/ U _ •, j_ .,' s I _ LIM P TIUCN/ tµ7 RECpNSTRUCTgLI'/ ... _ T t,list 1 l 7EE�WS $ % M. (a11atR e • \1 ! .q 1C EL : R i:•9 ay/ , '' i . . ( i 152, -•7 •ot•1105 ' \'i UIINART Mi, '1 4 Cl ! {' .' { ! [R.7TrG eCNI f V• j••9.VG5 i -44 IT. 22-6%N ;'/ C ' 57A 21.1i 1• 9 Y I i • / / TO KMiM T.T� 1 TT S i UN.: 21N '• / /' H �q '71t' :' / ♦ / /' , 2 J ' 6tS2T - �tA ISK,T'Af i i ���% Q� • ` i .;/ .07tst +�• V 4 'tN-!OE i UG ATEr 4[ carts t•e Ch SLEET 1 V S. 1 aR rTK sA at- Elf i t t, / / y' i ON ELEC . / i Ii' • / / / 4 a twGcS r-Q0 Of UPRR RN a ro rALL TYPICAL SECTION roC NT.XZI5Tro TRAANSITIL,Y�01 CX95IkM9LA9. Exm NG 5.1" 9 t PLAN f 10 20 30 /0 ............._.............................. ............... ................_............. _ ......... .. ...w._...._........�._.......,.,.........._........._....._.._............................... ...... ........... a .3m444NOtN a*SACIGIF oaSttlll rD%•• •••�.. .••i.•. L I OT ttL ' NGTN Or -sot RAL .' to 2, 01 1 ' I 630 - _ _ t .. 1�—-- - . Ml L ..'• of teD, NN: .,'17A'LT ............. ..I.._—.... __.rC�dtO.�� .....�._..�........ ........_t._... __..__.._..._--.-. .._ i _T t � F u. ox VAYTEN 630 TEE_ =:R U+! t 1' �SO'37E� PL A/E GI R UNR _ _ EipswG PRES•: CrJIC 9i A4 S_AV,� . .. � ATE 01T]E +s• --aof•.1•Tafln ..., .... "i?t.a91 +u�3: _...___...._.........._.i 620 - /�yy�� \PISTA 21-09.00� Gy' K •ST. i EXITIRK.. aIIGTIav rit • i E 602',71 Ral l AA6 EtibFS1 S?tfi.n 91 '• •' V7,5 S4AC•, CL 61...1 Iya.IAf ASS _ __ ......... - 610 vP^- 71A t3•al�0 t .56E-••{lam 1-'� ay, x 1 4. W/[e _ _ — — _ • �wi'i1 tI e ge A 600 1 i � 600 • - rii 590 D 590...........cf — -- cx7Twa=, ' ry 58..0.... h... .. . . txln+T•G e+QG.trtT. CR °R AN no x Rcrwta:.o I , _ —.. ..... 2�....... .... .._........_... SOUTHWEST PARKWAY sso ri3 l w•w AMMW .............. o. t ' S�Q t _ .... S r• 70 Romrcxe raEVAT Aurllarrrl• ; .t BR LOGE LAYOUT ' t :: ' t•16�•f . 1 r 560 i ; V J .M,: NC j... . i i. ... __560 30E ROS CONNECTOR 1 j � ��- fat• r xf• i ' S50 1 ♦I ... i. _ .... j i •. ._... yy i ...,.550• TC9IAECOM � �s7� sr•AK i`niU o 5=01 i ELEVATION I 4 at OE,- 041AIL, . 1 { V Tixa'aE: 8EN1 r.`` w _ygs .. CExar{C etNT � to r 21.OD 22+00 rc,.0 _ bxtl 74r__ IUUX SUBMITTAL ... . . . . . . . . . . 312M, OVIE NIL. , N a 6.26* 11.000 1 Lai it A RDWT '22VMM' -0, FACE FILL AL RCS-30W PAL UG P�w� 9 64 XSTIG Sy, O.a51T Rik- TO 1501 pum"Oft m FAIL fL 7A 141mloc J4 , , , :�-- tit' aK rA ts. COMA I co'! aE19iW- 2 S, ]A M." PLAM GRIDERS L , SO s 1411 ci cftxR 0 ie TYPICAL SECTION Z.3 •SPANS ts-27 D.-M, -'*V S, 3!VNr M%—A""' "A' MITI MT M. LU -1 A tsts.111 0 1 �A' 5 . ...........IJ. C, CI�MRLS -0- 1 50'. 0 CAST he 8jr ="Aiomm; cxsrr,% K.�."% 25 !�A4� 0 i IR St TA, 2?43a Ro 3.CVII f A, CL 00941 up T�qj CM17RETIT"Ift. VA. 16.60W"M A 32.25' 4 ILEC w%ST NO am W, I, F GRAf TH �vtP m Exenma um AO F. ON uj 0 AT PA . . . . . ....... I. ofirept s J 50, WIS, SJXSIG 0 1.0, UZ .x CURVE 04 CLi:, ,ORIZORTAL CUR• �I// //� .0, CAIXft Lk"M 'KtVAY CRT Von jr #0 LOS VQF"M StE 9011#4 11.41.90 E 4 UG 4.VCP - OUCAL CF117CA4. POW' W11,106 —". LOG 0 n. lot), [;cc 5 qCGREE • 5 ?.40" JIM I wi VEIK* cy SUPC r It M f - MA"al va C--KAst k4 AM 5 UrA-.MUXSE LICAR TRANSITION IsAw"Ec. A`�. $61 LING I. • ST12320 CATY MER 0.1c 3 90 is sc 44 12MISAM SIALL j�,�70 VE01T VLIFES FICIL., • "I"", PLAN AN aC ITIrlo,. .3.211.1140 T9;Ng@ SUCK OAILLM OP A 04. 1.1!tm FrET 1404TPACIM *ALL SUSM' lurCII.PILA", .......... ..................... .. .. ....... . ..... . ................. . ........ . .......... F2q smuclgUaZi PAL10 Rod root r m A C cc N sr . At X�Cw PAL Am AL MOR 040CEMENI 54 .940-OZA.L LER&II OF 941t RE.001, ftM !1MAIL Sj N . - I walt LIM cuou at LENWH OF 750!�L f % AND + c" tic .!'At EMA10. 4W 11211R.&LO r Klom 630 630 a E OM W AA IR S. M �t Gra SPA. vmr U WCORM SEZ04"ANA-i OF RIST"kKI'lom. ATC T T . ...........P ..... .620 . . 10. 113 336 tJfL 0121 A51 PM 610 -AV r I A e" a A. AS cr 140 590, 590 SOUTHWEST• PARKWAY ntsu 30w w 4 EXISM, a %Ai I , , . I - 1 .1 a S- 2, 11 i I [11m, . to 11! KNLCE 570 1570 0MIN TINAI F1ljWA1F ALI v F*; SPLCr. LPL'�AArlf rMird) 9m,..t BRIDGE LAYOUT .U%CICN Box •vt Ned Fwr7i I • arcm L E%7. cm,;;:c ON. i ;c wy ..... ........ 1560, -30W CONNECTOR - 560 ROS T........... ...... ........... ... .......... ................ . ................... q �`�—` ; �. .....-..i. _ ��` I : , nau 550 TCB;AECOM f�jl nel IN LOVAT16N 13-00 15«00 lUUX 5U6M1TTAL N 2 0 LT 'Jp w"L LC SH A 121�W-- -W-6 -A Z q A ...... ....... q A RV9. Tw + < .99.0 CA 10-50.80 v St. SUPERELE, z . .... . .. ....... ............. . ... .. ....... ........ ... . ........ '3-'32' Q Gn�-R 5 AArL TSCI !..355 PLAN c v 23- .33 .2 ... . .................... ........ . ... .. .............. ................... ...... .......... ......... ....... ......... .......... Notes: W Not. '1 Ow 110E1 I or 3 630 . 6., LENGD1 OF rsoi PAL ?.LA:IT & 524.6' . ....... ..... . . ..... ......... 44 311.173.-S?I. lawall .6201 1 i , 620 . ..... ....... . ...... ... ... ............ .. f ��x M42 ?f L j 610 6 GooDO 590 ..... . Nr 't oot.- -5 Exts r-9.0. ..—c"T-c Smoot E I 0 DE i4D�c. .70 BE REMOVED! SCUTHWEST PARK! 580 ............ sm L. 14WA:—� 570 570 Awrot reza MEN" AM BRIDGE LAYOU ........... 560 560- RCTS-30W CONNECT LL LL MTl i550 -rcBjAEwm set BE %T 01 rcs, ELEVATION 16-00 7400 . .......... lo, I.Cce, RAS, %led, L130 t PROP TRAMCK 1 KOS-3% I 9SAG Is 4 XM rLc 4(WIRVCTO.% ts \_15cl "1.36 AL TA 1 1 22 MOM&W '6 -74 -7 1; TA %6- .,VC2 VA I , 10, 114 *.11 CONMT ICU Ed SPA 26IM, 2.?501 PLIll 10DIll ;j 9 64. 25 5" 1,' _. ..-�'; i.'''.'._s........ .. It GRMR 5 — — — -------- 3DE-ROS "-YJW TYPICAL SECTION A f1t, Ac q SPAN 24 A 1130 1.44 . . ........ 32.150, C, . 1.9 ;;T........................................ . ..... • 41. ti Uts, '.12" cu) ...... .......... ro 3v _4 Uo"AlEpulWn oMrESI 3JlSEE NOTES 1-6 M SECT tW 2. {DXKAI, &W -go A . I 7-IAI JAC on. Met sift-. K A 4.1) M PILL ON *ACIS CR ft .444 4 TYPICAL SECTION PLAN a '3 2-3 30 43 EKSTSC $PAN 32 .......... IM gt. SCALE NFEET ......... .............. . . ........................................................................' . ........... ......... ........ 640 . 630 IIj 630 OMAL_ LE%C-.- V` 16V44 b?2XkT A 52 ....... :Tv nqw� ......... At Me TELL PLAfE DFIDEA UNrr A UN(' 014C ux. K_ A -man IT 620 620 'mr 73 EL 6Etsa610 .......... ...... PC i vth M...]... R, W. 590 IOUTHWIll PARKWAY jjjSA '? I I — I i I 1 590 5 ... . ... ............. F irk s GQw'o 580 . ...... Acwrm rean r=amll "MM?l BRIDGE LAYOUT 41: I-Exst 30,-?' 4 .4 �70 ORLLEO IMJWT �11104 exornr 570 ROS-30w CONNECTOR M1*4 ?'�;( rL lul 2ST 1 *1 SMOWN c� l ON D S-: I fCAIING 560 -TCS!AMUM SEclo' 1 mo 0 k., 'c' Act Pis. acl ALS ELEVATION fcp. UCI M 18+00 19-00 SKEI JIL a..,,.,,..._ __._._._._._._._._.--_._--.-._-_-_._.---.-.-,-.-.-.-._._.K_--.-.-.-.--_._ _ _._._._._ _ _ _ - ._._.-._-•-'_._._-_...._._._..._._._._._._._._._._._._._._._.-.-.. .-6 RCS-7CY . i.0 •.' 0C1tSr N �j -�._.._. .. _.. _.. _.._. ._.._.._.._.._�._.._..-..t.._.. _.._.. _.._,._�.-.._.._1- - - .- :y.:wvw.•,.,, wly i- _. C .. .. ..+r:-ter.:: iv1i; CADEA .' .......... C• l t COME a 5- ♦ ♦ IIPRR PR�P TRAC4 1 _<.., ♦ . '• •7 - 'STA RSSe4.77.eS, G -P9p L4RN ....-.....• A `9.1f _ 13 07 _00 _ i t' -----does:3- - - -_- soL+_cc'-------A - -t------- --- ,_._--- +c �� Pa �w iceLHi - _ -- 1----------------------- _ _ 'yT.Z=�i3�?1'.i�r :Su_-----�-- '.Ys��w • aX _#_a_b;� _,_•_•_._._._._._._..._._._._._ • .• q ? LxST41; 3ERr 17 1 - -��•�'1f�f3 T- - -- f16H2AG -------nc6a�c-_-----___�ueioa-------------------Weer t�,atsti---3cQ:+c _ _rso P �A��t ----------------- ��-- �a�--------- ------ L-----1---=------------------------------------'�----fit_ ss !0[•, `. ..••t GIRDER I ¢. ♦ ----------- SU 2L37DE $ 'PREP LORR i- r ORS[R �J� ExST OEdt 32 L-RR PR{T TlGCK 2 ♦ --`LC rRN 7 ,q a 5'A 1117e1-Si.79 'No RCCGNSrRUCT*k , , - ` ♦ EXS 57A 32-94.30 EXOi 0 a m• C; 1 607>e ♦♦'♦ STA 2:-tul •♦1b0 4 •CO ♦•3-0a LxGr S-A :ritd0 ♦♦ � ............... ----------------- .........-.-. -_ - _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ............................... STA Hb9.16 `• -Ci6T Y, 601T 9 .•,pRR 5 ^ ! it1 JO �7A 1B•Se30, ((1170C�ICS= M 747.T3 I 1�... 1--l•••.••..... %)i P a Sx6 _OC OEA� 33•% •^ `� `"Q)' 10 a14An ic V LIP" RD.r. N' ......................................................... J-1-.._..-.._.._.._.._.._.._...._..-.._.._..-........ PLAN 307--M Cc70ECTCA zw PCL S-A PCk [.FV RAL ITA S19.CT CEP: e0- St; ELEV '0P C7' RAIL CL dlCJ1Ar� vLRTCK ❑R V[P-- 20.".53 402D20 04MM9J5 1211 5"AM 376299 22J39 VCPSE 21•p46 , GOIA3S '3004M799' 3277 1 360.413 sr0.I19 23D94 Va1E 21.22J1 001.,03 0064.5431 3J1: 599.T03 576AR 23271 VCP4E 2'.31.33 l03.7LN 13084.-OA3 3211 6[C359 ST6371 2727E VCPlE 2:V5.49 605311 '1041.11M .3211 $30.122 176Aa6 23.404 VC•6E 2t•7TAf 603J;. ISOM•64A7 3.271 ECOJ57 076.tOS i 23.952 VCP 7L 2'-48.92 $04.393 •3M4.36.79 12T1 s01.043 316Jtc 24.03 VCP6( 21.60J9 404.112 ' 130M-26.91 3211 631A17 smut 1 24.530 1 9 620 t 600 i �,..._,... sTa 1 •79l..91ee � � C. l71.19 « � -PaCl L�7ii 41 .. .i:f• IRA`x 580 POL L SSpDr j 1•x•6D = f ; Pa 1 5 1 I f � i • 560, 13085.00 13084 -00 ROS-30Y COMCCTCR PANT PG- Ira PC_ SL!V RNL STA STFNiURC 60TTW S7CR TN Ll[VaTw -O 0 RALL CALC:AAI 2 ELEVATDN VLRTIGIL C-R VC•1Y A-66_M 60TJ91 006132:30 3ASS 604.'CS 1 StOJe7 25.422 YcP2Y 10.03.31 1 S1759s 3061143A. )AS! 1 604.4c slula 2"0' VCP3Y t6.13:!1 506.360 17001-r6.0 SAS! $03321 1 5?4.421 1 26.906 VCP4Y 41.:e�1 l06J 19 0081.172i6 3A36 6mb0e 070.73' 27237 YC�$Y •6.3521 e0O.3A2 IS96-6e22 3.456 bM.isf ST6221 '16ms VLP6Y Ie•29.4: 508JOS 005O M9e 3.456 Oa5:0 i 316.130 i Isms VCl tr 1e-]726 636.97C 13962.0224 I.4$6 6C52T9 577JS3 2t.924 vC►6Y tt•63f5 600.1A7 nCa2-11J0 1.466 sot a" 671A84 26212 1 , i • ROsalYl i i I620 1 � [iA • s:i�21 Iat . ca 3 600 EL _ n; .. PREP L.•a9 . MAIN TRA&4 2 n ,1•Ic.9] Xi l • I]]�D' • .... o<. 1 , 580• 13082+00 13081.00 .. . . ....... ....... ... ALL UT 3 BENT 2 I BE EOTO MIBY OTHERSI Kelm "m STA. 19.51 no (TYPI -LOV .0 0'. STA5 .11 k - C SH 12 1 1')#P) STA 399 0 20 40 so so z•56-13,341, I ROS-LOV & PGL 9 RDS-LQV STA Ill. Z. I — .011. ELEV • 51 *OS-LOV STA 9.0322 • ING, WALL SCALE IN FEET IS STA 22- 0 RETAIN a Ras-LOV 4 PCL "`�%T HOLE Fll!Di"� !p TEST HOLE "*Do NOTES, j W-0 *N' 11 GUIDE VICIFICAl. IM Vol WR-ZOMTALLI CURVED HIGHWAY BRIDGES. -4 m-C f GlR6jR 5 C Z.SEE WING LOO SHUTS FOR ?CST HOLE DATA RAIL c"I 3.5m BRIDGE LAYOUT SMTS 3 Or 4 AND A 4 of 4 FOR f CAL SECTINS. 4.CONTlCACrQR SHALL CALL TO VERIFY UTLrrlE3 a 4 pr OF M"' BEFORE EXCAVATING. r M14 T s.mmicuTom SHALL vmq ALL ow-Nso4s VERT it, .;,..RET ING (F VER CLIR G '�21()3 A RET M 4rs Co. ATIONS 14 THE cL w SK 12'113 L�PGL rk" EXCSTING MOV6 G.LKAR SUPER CLEVATM TRANSfriom USED. ABUT R-50 •or MR ac RE RETA""No WALL N-i;tiis ,.$.Mrs FOR ADDITIONAL A' VERT CL-?,-' k AM +cNT 6, rm -t2 Is G.SEE LLUMMTIDK SHMrS FOR LOCATIONS LOV STA 2"TZ 6. ELEV OF ILLUMINATION CONDUIT AND L04TING FINTURES. 3- DETAILS SHCErS B. s PC 121 (SWI . ..... "MAR ADSKLITMIA 'LWENTOLT440S ^ND NOTES. it • TEST "OLE R207--' D-1.1,nl- IND H012ONTAL CURVE DATA TEST MOLE 9211 F" AND IA PC STA • 23-00.22 PC STA - 401-IIJI PC STA 401-2223 PISTA - 4gi-20.86 SHAFT D:. ;.I •�& W11 CO. W� j •16-56-Ts W.6 nwrom to zry THAT =T AFq !TAQ-46-52AV LT A • 26 6,07.W' RY 16-tG'52.73" RT 11-10!52.73" RT RT PLAN MA�101415 ARE AT OR OW ANY ADJACENT 0 • "5415,42" 0 • 5-43*411,�&" 0 • t'W'45.3" 0 -OD'OO' D • roolooll SEE "�TCOHMY To ROSEDALC* DR EXCAVATIONS. T T • 283JTV T • 234AI T • 710.774' a14,186 T • 614 ARCS' BRIDGE LAYOUT i;Nlv L • 6162IIS' 1. • 461343, L 14R.Owl L %16431' L • 15111A31' 1 3000,000, A IOOQfO . .45.35 A • 300 ZOO R 3711SAI'll. R 5729.9?a, L FUNCTION& 41PAL ARTC�RCAL AlPC PC PC STA IS-TI STA • 200 STA Cl 324-OCA2 PC STA • 393,05.74 PC ZIA - 323.1437VE URBAN OTMEq PT STA • 21.39,07 PT STA -25-2633 PT STA 408-42 At PT STA • 4011.23AT PT STA - 402.32.50 i VPt 3 TAA2 -T5.00 AOT. 4.41 INIF! ZGZOI PROP Nfl) o. NO.. 02-2;.0640"02. E Not, !-22 0 MO 443 NPH (ACS-LOVI K Be END OF BRIDOC L 400A0' CED - 40 NPH CRO�-MMTI 880 P ON S �RAL FOR AY LEN GTH OF T5011RAIL CIT111241.112; OVERALL LEhGTH Or 1`661 PAL IR41 • 6741. OVERALL LEAGTH OF BRIDGE - GJOAG" I —C4-0..... MEASURE ALONG ROS-LCV, 4Z&M' u r tb Mjp�Cqffo MGM ORCIGE AM44014 ROL "i ICEGLN "Do vx!%ZN-T POL lOtJOO'ITM PLATE OPOtR SPAN ... ... . .... ..6 20 . ............ ....... .. 4.11 A) ELEV •5118.37 ELEv 5119A8 VPC STA -4-75.00 "v "0.92 ......... .. .. .......... /7YYPE TjQI RAIL $446X ? Xi .... ... 6,00 .. SH 121 (SOUTHWEST PARKWAY) 580 OLS 9 .. .. ..... . . i GROUND FACE IGM ADW MLWAY AVrA*Wft DIA WASTE BRIDGE LAYOUT OIL SHAFTS (D WAT"'.. L"E rt."'N- ROSEDALE TO LOVELL RAMP UNDERPASS Ex. WATER LINE o't G'A� 1 cEAtLr0oo=rS' j DRILLED stwTs, 'EA FOOTING) SHEET I or 4 .. ...... ...... EX. TICLEP,011! LM 13, LONG: . ..... . t.LgVAT0Qs , It- . LON 1 0 UCTO T02 Su SENT o;•" i�- I-VAi. UES ft4r --JAK-21- -E6E- JA&RIL. TWF 66 v—, 21 g. Vi 500 — "N 18+00 19+00 20-00 21+00 22+00 cwrKcr 110.029TT9wl 94mr ga? Or t484 oi/sl/2008 4:01!0? PM B. S6 S14121 ISVPI A PCL -•-, i PT OF MN VERT CLR �Q HONr-unnr°bior '- n RAO ROSt STA 24 • ' sr ItHJNIV 3D.7esz _y ,.I TEST Ha.[ 4 /✓ tS e0.25'00" 3y�' • ��j�" - �� ""'' n14 li 4-- %i- 0 20 40 e0 so 'HEADER JOINT •. - ... - - .. .. SCALE N FEET e.. ..._... ... � .. .. er,.v..... _... ... NOr[A -- MAT X T ¢ I41•50 EXIS ING SPOGE 1. .SEE SHEET IOF 4 FOR NOTES. STA.24465A0 ± IEXISTI rO REMM , m OF NN ELEV • 00523- CRT Cott";.", ' '• . •� UNC` PKFIC PI STA • 24•AdS PI STA • 29N9.TI RAILROAD YMO G • 20•yi'79.4• AT G • e•37'04.77" LT D • 0•11'OSAD" D • 1.25'38a2' T • 124.753, T • 301.392' L • 2s0.7ee' L . e01a/e' / IN 700dOP R • 400. PC STA • 22HI229 PO STA - 26W9JI BEE 'HONTOCKRY TO ROSEON.F" PT 37A • 27M7ae PT STA • 32•39M a9 BRIDGE LAYOUT / PLAN I . _... .. _ ..._.... ....... ...� �._ .._..__ ._ ... ..... ... ... __.... _. OMfER&6 LENCTH OF 7001 PAL MTI • 474A'- IEASURED KONG 4 ROS-LOV 650 OVDIALL LENGTH Or IMDGE . 640 a 620 O e G 600 4 4 N ? 580 N 3 y3y ...560.. ... IS U .ppm 540 520 . LTI • 6�6.1'� BROOC RAL fOR 1 PAYK- 42ea0 STEEL PLATE GRDER UNIT 'C217,00 215D01 I F` 21SA0' j 1d0 0'± STEEL PLATE GIRDER SPAN ELEV YPi STA 22+70.00 EL[V 9a3.tT i 1 TTPet3d11iA'C"..'".. .. ( 111T3X _ _ _.... ..__................. _..._............... ....... ...._..... E .... F-1T-----rr--L-rr" 11 1.1 II I TI .. ....... ... ......... Ai4PO+:EXST9M-...... _. .. __., ........ ... _........ .. 1 I 1. I... ... .I. ..F...1 .. GROUND SURFACE I I I I APPRO%.PROPOSEO� a 76" DN I I 1 1 I I I ORONO S+R6ACE CAUCO AFTS SH r - . _.... MA F� _._..-._ .... �._ ,.. ELEVATION LO . CSS:'ER PR91tPK M IAL IR 20y01 680 OI 02-2 0-0-0540 - glED • 40 MH 1 -L= EED 4q NPH IRO;-"TI Ex N.T aRCOE TO REMAIN660 _.. .._ __ r.._ .. __ _._. .... _ .. 0 CIEN1I NO.a - 640 wi�rw•"" °ih.v 06231 Te0e2 S.11 STA.I �l.X.Eafe� Ev.so iw9a0 620 600 EXSTr4 SRDGE TO REMAIN a "—I.1 ON ..5eo SH 121 (SOUTHWEST PARKWAY) fz rm f"T, R6.e Ta'Reru+ BRIDGE LAYOUT �—Ex TELEPHC14E LINE 540 _.............. . ...J .... ....._._...._. ..... ROSEDALE TO LOVELL RAMP UNDERPASS w lmur-t w— SHEETS SHEET 2 OF 4 E-_..._ ..........._ .. ...... 520. an9ryf61R LLmI Tee ;d a�� tdAl9odA2,lna % RJF .• J.• 0, .... jam., JAN P9 S00 IF J°N a ru I•.Aa 0 26-00 CONTRACT ND.ot7rr m-01aaXSCET sae Or 1484 0 1/ : I:lo PM VMES OVERALL (A ' " MMI ' n'-0" • VARIES (12'-0' W VMES 412'-0" MM VARIES 021•0" MH w VAR (6'-0' MAXI r V-0" r SMOLLD" LAW LAW SMOLADER VMES I (0" MN l ROSMONT L POL MOM FACE 110M FACE OF T501 RA1 L R06{OV OF T301 RAA. TYPE T50I RAIL L PCL (TYPI ' VARIES OD24 FT/iT o (D 2" AMC MiE LLUMNATXR( PLANS) I STEEL PLATE ORDER (TTPI I ORDER SPACNG 7'-O" S'-0" S'-0" 9'-0" V W-6" MI0 VARIES 11'•S" MM 7'-0• ONOEA 1 t'-0" C ORDER A C ORDER aA E CRDET+ 3 ARAOLAO TO i R03-LOX 0 AA( RADYL TO 1-• TYPICAL TRANSVERSE SECTION �j ( SPAN I I m SEE LLUMNATIOI PLANS. UNDERPASS LLUMNATOI OETALS AMD RD-0024005 (MWIFOR LOCATONS Of CONDUIT MO x FIXTURES APO ADDITIONAL LLUMNATON OCTALS. 0 0 4 .-0" OYEPtALL St'-C" I'-0' EO'-0' 24'-0" W.W. T-0" 3HOADER LANES SMOULDER V OF ?Sol NOM SACS Mhr r�RyN«MI�Y.A l Roy -toy ai T501 RAL ���YM rvwwr L PCL 1', p,r� nar r.rMYM TYPE TS01 RAL (T7R VMES �, +nw y.� OHLfM1 't 2" RMC (SEE Q LLUMNATIDN PIANSI o�tt SH 121 (SOUTHWEST PARKWAY) STEEL PLATE GFtOER (TYPI S ADM RIXK 2CLMAY A gAIM r BRIDGE LAYOUT ORDER SPAD"-' S'-0" 9'-0" 9'•0" 9'-0" 7'-0" ROSEDALE TO LOYELL RAMP UNDERPASS Q ORDER 1 I'-0" D ORpCR S x SEC1G( tat ❑-❑ � TYPICAL TRANSVERSE SECTION --RJV ;AN 0 -PLF -e JAM oA •"+ ru ,••a (SPANS 2 AND SI �.. CORIICr NO.020113W-01{Rl119"T JIL OF 1484 V2 /20 :f ;42 PM VASES CVERALL l42'-0" l0 42'-2"I VARIES (31'-0" fe 3+'-2'7 VMES r-0" 10'-0" 24'-0" 6'4" t. 6'-2' 1 1'-0" SHOULDER LANES SN0.ILOER NON FACE kON fACE OF T501 PAL OF TeOt RAL e aos{QV a RCL TrRE rso+PAL c a RYPI VARIES m SEE LLUKNATICN PLANS.IFDERPASS LLUA/4ATION DETAILS t" MAX RN CORDUR AND Pt" I -ZOOS IMMI FOR LOCA70M OF CONDUIT AND io(TURES AlD ADDITIONAL ILLUMINATION DETALS. MERE ARK DABII PLATE RYPI STEELu t o4RDEw. �1 VARIES H ~ GPS7ER SPACMO 3 Q D610ER 1 I-T-0" r Cf61ER 3 0 0 0 TYPICAL TRANSVERSE SECTM (SPAN 41 �!•U r irr r. M+. BEARNG SEAT ELEVATrN J71M_w 3lCila9Rl BEAN 1 BEAM 2 BCAM ] BEAM . BEAN 4A BEAN 5 ABUT 1(FVD) S62.%7 561336 564.609 519e0 S16.449 516.TT2 a o•r A+ea. } BEAM I BEAM 2 BEAN 3 BEAN 4 BEAN AA BUM s $H 121 (SOUTHWEST PARKWAY) g SENT 1 join5663+7 3e6.111 SeS3e5 7B4A131 5e4229 543J01 IFWDI 50T33T 566336 5aaA a 564a74 IIVA sBA366 BEAN I KA+ 2 BEAM 3 OEM 4 OEM Splawff a SENT 3 (CLI 593 A30 593A34 592AGO 192.434 592z4e NNW T= MLBMY M MMY h tEAM I BEAM 2 BEAN 3 SUN A BEAN S BRIDGE LAYOUT 6N SENT . (SKI 326,457 IFMDI 596346 396.450 596.532 590A44 596A7e S96.432 59e-532 S96326 596321 ROSF�AIE TO LOVELL RAMP UNDERPASS BEAM I BEAM 2 BEAN 3 BEAM 4 BEAN B £3 SENT S wo 9C0390 0003e4 600,622 600.2453 000A51 SNMT 4 Cr 4 ❑E❑ +BO MB76 lm xclul Tat �.. ae +. FLP r. JAM 04 JF w JAM Ile WrtNACi N0.02071-SYP-0I{TI-0ISIEET 9T0 OF 1181 a% 0.251Z098 4:19: 4 IN EXHIBIT A-13 �� APPROVED FORM OF PIPELINE CROSSING EASEMENT AGREEMENT (WATER) AND (SEWER) FROM RAILROAD TO CITY [follows this page] A-13-1 DAL:0567318/47205:1851513 v 10 Pipeline Crossing 07/25/08 Form Approved, AVP-Law Folder No. 0000-00 PIPELINE CROSSING EASEMENT AGREEMENT Mile Post 000.00, Subdivision/Branch Location: Davidson Yard, City of Fort Worth, Tarrant County, Texas THIS AGREEMENT ("Agreement") is made and entered into as of the day of , 2009 ("Effective Date'), by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, ("Grantor") and CITY OF FORT WORTH, TEXAS, a home -rule municipal corporation, to be addressed at 1000 Throckmorton Street, Fort Worth, Texas 76102 ("Grantee"). WHEREAS the Grantor, the Grantee, the North Texas Tollway Authority, a regional tollway authority and political subdivision of the State of Texas ("NTTA"), and the Texas Department of Transportation, an agency of the State of Texas ("TxDOT" and, together with the Grantee and the NTTA, the "Project Partners"), have entered into that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of January 8, 2009, as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement dated as of September _, 2009 (as heretofore or hereafter amended, the "Formal Agreement"). IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Article I. GRANTOR GRANTS RIGHT. In consideration of the covenants and agreements herein contained to be by the Grantee kept, observed and performed, the Grantor hereby grants to the Grantee the right to construct and thereafter, during the term hereof, to maintain and operate one [domestic water][sanitary sewer water][storm water] pipeline for transporting and conveying such type of water only across Grantor's track(s) and property (the "Pipeline"), within easement area ("Easement Area") legally described on Exhibit A-1 attached hereto and made a part hereof and in the location shown and in conformity with the dimensions and specifications for the Pipeline indicated on the print dated Month Day, Year and marked Exhibit A-2, attached hereto and hereby made a part hereof. Under no circumstances shall Grantee modify the use of the Pipeline for a purpose other than transporting and conveying such type of water and the Pipeline shall not be used to convey any other substance, any fiber optic cable, or for any other use, 1 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6.22.09 148078771V-5 Pipeline Crossing 07/25/08 Form Approved, AVP-Law whether such use is currently technologically possible, or whether such use may come into existence during the life of this Agreement. Article II. FEE. The Grantor has waived its customary fee for the rights granted to the Grantee herein. Article III CONSTRUCTION, MAINTENANCE AND OPERATION. The grant of right herein made to the Grantee is made in connection with the Formal Agreement and the initial construction and installation of the Pipeline shall be performed, access through the Grantor's Property shall be obtained and coordination of such work with the concurrent work of the Grantor and the NTTA shall be arranged, in accordance with the terms and conditions set forth in that certain Construction Coordination Agreement dated as of September _, 2009 made by and among the Grantor, the Grantee and the NTTA ("Construction Coordination Agreement"). The grant of right herein made to the Grantee is also subject to each and all of the terms, provisions, conditions, limitations and covenants set forth herein and in Exhibit B, attached hereto and hereby made a part hereof. In the event of any conflict between the Construction Coordination Agreement and Exhibit B with respect to the construction and installation of the Pipeline, the terms and conditions of the Construction Coordination Agreement shall govern. Article IV. DEFINITION OF GRANTEE, For purposes of this Agreement, all references in this Agreement to the Grantee shall include the Grantee's contractors, subcontractors, officers, agents and employees, and others acting under its or their authority. If a contractor is hired by the Grantee for any work performed on the Pipeline (including initial construction and subsequent relocation or maintenance and repair work), then the Grantee shall provide a copy of this Agreement to its contractor, require its contractor to comply with all the terms and provisions hereof relating to the work to be performed, and require its contractor to execute the Contractor's Right of Entry Agreement attached to the Construction Coordination Agreement as Exhibit D thereto. A copy of the executed Contractor's Right of Entry Agreement shall be provided to Grantor prior to the commencement of any work (including initial construction and subsequent relocation or maintenance work). Article V. INSURANCE A. Before commencement of the term of this Agreement and prior to any Pipeline construction, the Grantee or Grantee's contractor, at its sole expense, shall obtain the required Railroad Protective Liability insurance, at its sole expense, as specified in Section E on Exhibit C attached hereto and hereby made a part hereof. The Grantee, at its sole expense, shall also provide to the Grantor the other insurance 2 Collaboration. Public Projects. Davidson Yd. City of Ft. Worth 6.22.09 1480787AV-5 Pipeline Crossing 07/25/08 Form Approved, AVP-Law binders, certificates and endorsements described in Exhibit C. 1*9✓ B. Not more frequently than once every two years, Grantor may reasonably modify the required insurance coverage to reflect then -current risk management practices in the railroad industry and underwriting practices in the insurance industry. C. All insurance correspondence, binders, certificates and endorsements shall be directed to: Union Pacific Railroad Company Real Estate Department 1400 Douglas St. STOP 1690 Omaha, NE 68179-1690 ATTN: . Folder No. D. If the Grantee is a public entity subject to any applicable statutory tort laws, the limits of insurance described in Exhibit C shall be the limits the Grantee then has in effect or which is required by applicable current or subsequent law, whichever is greater, a portion of which may be self -insured with the consent and approval of Grantor. Article VI. TERM. This Agreement shall take effect as of the Effective Date first herein written and `"No" shall continue in full force and effect until terminated as herein provided. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written. UNION PACIFIC RAILROAD COMPANY CITY OF FORT WORTH, TEXAS Title: 3 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6.22.09 148078771V-5 In Title: Pipeline Crossing 07/20/08 Form Approved, AVP-Law EXHIBIT B Section 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED. A. The foregoing grant of right with respect to the Easement Area is subject and subordinate to, and the Grantor hereby reserves, the prior and continuing right and obligation of the Grantor to use and maintain the Easement Area and its entire property including the right and power of the Grantor to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or all parts of its property. The Grantor further reserves the right to grant to others the right to use the air space and the surface of the land above the Easement Area, along with the subsurface portions of the Easement Area not occupied by the Pipeline for the construction, reconstruction, operation, repair, replacement, use and maintenance of such communication systems, utility lines, pipelines and related facilities of others so long as such communication systems, utility lines, pipelines and related facilities of others cross the Easement Area above or below the Pipeline (rather than run parallel to the Pipeline) and do not materially interfere with the Grantee's ability to access the Pipeline for maintenance, repair or reconstruction or pose a material risk to the structural integrity of the Pipeline. B. The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of the Grantor's property, and others), and is made without covenant of title or for quiet enjoyment. Section 2. CONSTRUCTION, MAINTENANCE AND OPERATION. A. The Pipeline shall be designed, constructed, operated, maintained, repaired, renewed, modified and/or reconstructed by the Grantee in strict conformity with (i) Grantor's current standards and specifications ("UP Specifications"), except for variances approved in advance in writing by the Grantor's Assistant Vice President Engineering — Design, or his authorized representative; (ii) American Railway Engineering and Maintenance -of -Way Association ("AREMA") standards and guidelines (collectively, "UP Additional Requirements"), (iii) all applicable laws, rules and regulations ("Laws") and (iv), with respect to the initial design and construction thereof, the Construction Coordination Agreement. B. All work performed on property of the Grantor in connection with the design, construction, maintenance, repair, renewal, modification or reconstruction of the Pipeline shall be done to the reasonable satisfaction of the Grantor. C. Prior to the commencement of any work in connection with the Page 1 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6.22.09 1480787AV-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law design, construction, maintenance, repair, renewal, modification, relocation, reconstruction or removal of the Pipeline where it passes underneath the 144=01 roadbed and track or tracks of the Grantor, the Grantee shall submit to the Grantor plans setting out the method and manner of handling the work, including the shoring and cribbing, if any, required to protect the Grantor's operations, and shall not proceed with the work until such plans have been approved by the Grantor's Assistant Vice President Engineering Design, or his authorized representative, and then the work shall be done to the reasonable satisfaction of the Grantor's Assistant Vice President Engineering Design or his authorized representative. The Grantor shall have the right, if it so elects, to provide such support as it may deem necessary for the safety of its track or tracks during the time of construction, maintenance, repair, renewal, modification, relocation, reconstruction or removal of the Pipeline, and, in the event the Grantor provides such support, the Grantee shall pay to the Grantor, within thirty (30) days after bills shall have been rendered therefor, all expenses incurred by the Grantor in connection therewith, which expenses shall include all assignable costs. D. The Grantee shall keep and maintain the soil over the Pipeline thoroughly compacted and the grade even with the adjacent surface of the ground. E. In the prosecution of any work covered by this Agreement, Grantee shall secure any and all necessary permits and shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work ..or including, without limitation, all applicable Federal Railroad Administration regulations. Section 3. NOTICE OF COMMENCEMENT OF WORK / GRANTOR REPRESENTATIVE / SUPERVISION / FLAGGING / SAFETY. A. If an emergency should arise requiring immediate attention, the Grantee shall provide as much notice as practicable to Grantor before commencing any work. In all other situations, the Grantee shall notify the Grantor at least ten (10) days (or such other time as the Grantor may allow) in advance of the commencement of any work upon property of the Grantor in connection with the construction, maintenance, repair, renewal, modification, reconstruction, relocation or removal of the Pipeline. All such work shall be prosecuted diligently to completion. The Grantee will coordinate its initial, and any subsequent work with the following employee of Grantor or his or her duly authorized representative (hereinafter "Grantor Representative" or "Railroad Representative"): Blake Woodson, Mg. Terminal Operations (or any successor in this position) at (817) 372-1683. B. Grantee, at its own expense, shall adequately police and supervise all work to be performed. The responsibility of Grantee for safe conduct and adequate policing and supervision of work shall not be lessened or otherwise Page 2 Collaboration. Public Projects. Davidson Yd. City of Ft. Worth 6.22.09 14807877W-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law affected by Grantor's approval of plans and specifications involving the work, or N%0501 by Grantor's collaboration in performance of any work, or by the presence at the work site of a Grantor Representative, or by compliance by Grantee with any requests or recommendations made by the Grantor Representative. C. At the request of Grantor, Grantee shall remove from Grantor's property any employee who fails to conform to the instructions of the Grantor Representative in connection with the work on Grantor's property. D. Grantee shall notify the Grantor Representative at least ten (10) working days in advance of proposed performance of any work 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 Grantor'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 Grantor Representative will determine and inform Grantor whether a flagman need be present and whether any special protective or safety measures need to be implemented. If flagging or other special protective or safety measures are performed by Grantor, Grantor will bill Grantee for such expenses incurred by Grantor, unless Grantor and a federal, state or local governmental entity have agreed that Grantor is to bill such N%M01111 expenses to the federal, state or local governmental entity. If Grantor will be sending the bills to Grantee, Grantee shall pay such bills within thirty (30) days of receipt of billing. If Grantor performs any flagging, or other special protective or safety measures are performed by Grantor, Grantee agrees that Grantee is not relieved of any of responsibilities or liabilities set forth in this Agreement. E. 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 Grantor 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 Page 3 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6,22.09 14807877TV-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law charges are changed, Grantee (or the governmental entity, as applicable) shall pay on the basis of the new rates and charges. F. Reimbursement to Grantor 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 Grantor is required to pay the flagman and which could not reasonably be avoided by Grantor by assignment of such flagman to other work, even though Grantee may not be working during such time. When it becomes necessary for Grantor to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Grantee must provide Grantor 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, Grantee 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 Grantor if flagging services are needed again after such five day cessation notice has been given to Grantor. G. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the work performed by Grantee or its contractor. Grantee shall be responsible for initiating, maintaining and supervising all safety, operations and programs in connection with the work. Grantee and its contractor shall at a minimum comply with Grantor's safety standards listed in Exhibit D, hereto attached, to ensure uniformity with the safety standards followed by Grantor's own forces. As a part of Grantee's safety responsibilities, Grantee shall notify Grantor if it determines that any of Grantor's safety standards are contrary to good safety practices. Grantee and its contractor shall furnish copies of Exhibit D to each of its employees before they enter the job site. H. Without limitation of the provisions of paragraph G above, Grantee shall keep the job site free from safety and health hazards and ensure that their employees are competent and adequately trained in all safety and health aspects of the job. I. Grantee 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. Prompt notification shall be given to Grantor of any U.S. Occupational Safety and Health Administration reportable injuries. Grantee shall have a non - delegable duty to control its employees while they are on the job site or any other property of Grantor, and to be certain they do not use, be under the influence of, Page 4 Collaboration. Public Projects. Davidson Yd. City of Ft. Worth 6.22.09 14807877\V-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law or have in their possession any alcoholic beverage, drug or other substance that may inhibit the safe performance of any work. J. If and when requested by Grantor, Grantee shall deliver to Grantor a copy of its safety plan for conducting the work (the "Safety Plan"). Grantor shall have the right, but not the obligation, to require Grantee 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 4. GRANTEE TO BEAR ENTIRE EXPENSE. Subject to the provisions of Section 5A below, the Grantee shall bear the entire cost and expense incurred in connection with the design, construction, maintenance, repair and renewal and any and all modification, revision, relocation, removal or reconstruction of the Pipeline, including any and all expense which may be incurred by the Grantor in connection therewith for supervision, inspection, flagging, or otherwise. Section 5. REINFORCEMENT, RELOCATION OR REMOVAL OF PIPELINE. A. The easement herein granted is subject to the needs and requirements of the Grantor in the safe and efficient operation of its railroad and in the improvement and use of its property. If it becomes necessary due to Grantor's operational needs, the Grantee shall, at the Grantor's written direction and at the sole expense of the Grantor, reinforce or otherwise modify the Pipeline, or relocate all or any portion of the Pipeline or of the Easement Area itself, to such new location as the Grantor may designate. B. All the terms, conditions and stipulations herein expressed with reference to the Pipeline and the Easement Area on property of the Grantor in the location hereinbefore described shall apply to the Pipeline and the Easement Area as modified, changed or relocated within the contemplation of this section. Section 6. NO INTERFERENCE WITH GRANTOR'S OPERATION. A. The Pipeline and all parts thereof within and outside of the limits of the property of the Grantor shall be designed, constructed and, at all times, maintained, repaired, renewed and operated in such manner as to cause no interference with the constant, continuous and uninterrupted use of the tracks, property and facilities of the Grantor and nothing shall be done or suffered to be done by the Grantee at any time that would in any manner impair the safety thereof. B. Explosives or other highly flammable substances shall not be stored on Grantor's property without the prior written approval of Grantor. Page 5 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6.22.09 14807877\V-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law C. No additional vehicular crossings (including temporary haul roads) v or pedestrian crossings over Grantor's trackage shall be installed or used by Grantor or its contractors without the prior written permission of Grantor. D. When not in use, any machinery and materials of Grantor or its contractors shall be kept at least fifty (50) feet from the centerline of Grantor's nearest track. E. Operations of Grantor and work performed by Grantor's personnel may cause delays in the work to be performed by Grantee. Grantee accepts this risk and agrees that Grantor shall have no liability to Grantee or any other person or entity for any such delays. Grantee shall coordinate its activities with those of Grantor and third parties so as to avoid interference with railroad operations. The safe operation of Grantor's train movements and other activities by Grantor take precedence over any work to be performed by Grantee. Section 7. PROTECTION OF FIBER OPTIC CABLE SYSTEMS. A. Fiber optic cable systems may be buried on the Grantor'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. Grantee shall telephone the Grantor during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday, except for holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency calls) ..ple to determine if fiber optic cable is buried anywhere on the Grantor's premises to be used by the Grantee. If it is, Grantee will telephone the telecommunications company(ies) involved, arrange for a cable locator, make arrangements for relocation or other protection of the fiber optic cable, all at Grantee's expense, and will commence no work on the Grantor's property until all such protection or relocation has been accomplished. B. THE GRANTEE SHALL CAUSE ITS CONTRACTORS TO, RELEASE, INDEMNIFY, DEFEND AND HOLD THE GRANTOR HARMLESS FROM AND AGAINST ALL COSTS, LIABILITY AND EXPENSE WHATSOEVER ARISING OUT OF ANY ACT OR OMISSION OF THE GRANTEE'S CONTRACTORS OR THEIR AGENTS AND/OR EMPLOYEES THAT CAUSES OR CONTRIBUTES TO (1) ANY DAMAGE TO OR DESTRUCTION OF ANY TELECOMMUNICATIONS SYSTEM ON GRANTOR'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 GRANTOR'S PROPERTY. Section 8. CLAIMS AND LIENS FOR LABOR AND MATERIAL; TAXES. The Grantee shall fully pay for all materials joined or affixed to and labor Page 6 Collaboration. Public Projects. Davidson Yd. City of Ft -Worth 6.22.09 14807877W-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law performed upon property of the Grantor in connection with the construction, 1*4NOV-1 maintenance, repair, renewal, modification or reconstruction of the Pipeline, and shall not permit or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the property for any work done or materials furnished thereon at the instance or request or on behalf of the Grantee. Section 9. INDEMNITY. A. As used in this Section, "Grantor" includes other railroad companies using the Grantor's property at or near the location of the Grantee's installation and their officers, agents, and employees, "Loss" includes loss, damage, claims, demands, actions, causes of action, penalties, costs, and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from: (a) injury to or death of persons whomsoever (including the Grantor's officers, agents, and employees, the Grantee's officers, agents, and employees, as well as any other person); and/or (b) damage to or loss or destruction of property whatsoever (including Grantee's property, damage to the roadbed, tracks, equipment, or other property of the Grantor, or property in its care or custody). B. TO THE FULLEST EXTENT PERMITTED BY LAW, THE GRANTEE SHALL CAUSE EACH OF ITS CONTRACTORS TO, INDEMNIFY, DEFEND AND HOLD HARMLESS THE GRANTOR FROM ANY LOSS OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, � ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE ACTS OR OMISSIONS OF SUCH CONTRACTOR OF THE GRANTEE, OR ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES OR SUBCONTRACTORS IN THE CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF SAID PIPELINE OR ANY PART THEREOF. Section 10. REMOVAL OF PIPELINE UPON TERMINATION OF AGREEMENT. Prior to any termination of this Agreement, the Grantee shall, at Grantee's sole expense, remove the Pipeline from those portions of the property not occupied by the roadbed and track or tracks of the Grantor and shall restore, to the satisfaction of the Grantor, such portions of such property to as good a condition as they were in at the time of the construction of the Pipeline. If the Grantee fails to do the foregoing, the Grantor may, but is not obligated, to perform such work of removal and restoration at the cost and expense of the Grantee. Section 11. WAIVER OF BREACH. The waiver by the Grantor of the breach of any condition, covenant or Page 7 Collaboration. Public Projects. Davidson Yd. City of Ft. Worth 6.22.09 148078771V-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law agreement herein contained to be kept, observed and performed by the Grantee shall in no way impair the right of the Grantor to avail itself of any remedy for any subsequent breach thereof. Section 12. TERMINATION. A. If the Grantee abandons use of the Pipeline for two (2) years, or if the Grantee continues in default in the performance of any material covenant or agreement herein contained for a period of sixty (60) days after written notice from the Grantor to the Grantee specifying such default, the Grantor may, at its option, forthwith immediately terminate this Agreement by written notice. B. Notice of default and notice of termination may be served personally upon the Grantee or by mailing to the last known address of the Grantee. Termination of this Agreement for any reason shall not affect any of the rights or obligations of the parties hereto which may have accrued, or liabilities, accrued or otherwise, which may have arisen prior thereto. Section 13. AGREEMENT NOT TO BE ASSIGNED. The Grantee shall not assign this Agreement, in whole or in part, or any rights herein granted, without the written consent of the Grantor, and it is agreed that any transfer or assignment or attempted transfer or assignment of this Agreement or any of the rights herein granted, whether voluntary, by operation of ""NO, law, or otherwise, without such consent in writing, shall be absolutely void and, at the option of the Grantor, shall terminate this Agreement. Section 14. SEVERABILITY Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable shall be invalid or unenforceable only to the extent of such determination, which shall not invalidate or otherwise render ineffective any other provision of this Agreement. Section 15. SUCCESSORS AND ASSIGNS. Subject to the provisions of Section 13 hereof, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns. Page 8 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6.22.09 14807877\v-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law EXHIBIT C UNION PACIFIC RAILROAD COMPANY INSURANCE EXHIBIT PART 1: GENERAL INSTRUCTIONS AND REQUIREMENTS: Prior to execution of this Easement Grantee shall furnish Railroad with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with all insurance required by this Easement. All certificates of insurance and correspondence shall be addressed and sent to: Union Pacific Railroad Co. ATTN: Real Estate Department — Folder No.: 1400 Douglas St., STOP 1690 Omaha, NE 68179-1690 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(s) in which the work is to be performed. All policies required by this Easement shall provide coverage for punitive damages unless (a) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this Easement, or (d) all punitive damages are prohibited by all states in which this Easement will be performed. The fact that insurance is obtained by Grantee will not be deemed to release or diminish the liability of Grantee, including, without limitation, liability under the indemnity provisions of this Easement. Damages recoverable by Railroad from Grantee or any third party will not be limited by the amount of the required insurance coverage. PART 2: SPECIFIC INSURANCE LIMITS AND REQUIREMENTS Grantee shall, at its sole cost and expense, procure and maintain during the life of this Easement (except as otherwise provided in this Easement) the following insurance coverage: A. Commercial General Liability Insurance written on ISO Occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage) with limits of not less than: • $2,000,000 Each Occurrence • $4,000,000 Aggregate Page 1 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6,22.09 14807877\V.5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law This policy must also contain the following endorsements (which must be stated on the certificate of insurance): • Additional Insured Endorsement ISO Form CG 20 26 (or a substitute form providing equivalent coverage). The coverage provided to Railroad as additional insured shall, to the extent provided under ISO Additional Insured Endorsement Form CG 20 26, provide coverage for Railroad's negligence whether sole or partial, active or passive, and shall not be limited by Grantee's liability under the indemnity provisions of this Easement. • Contractual Liability - Railroads ISO Form 24 17 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Railroad Company Property" covered by this Master Track Agreement as the "Designated Job Site". B. Business Automobile Liability Insurance written on ISO Form CA 00 01 10 01 (or a substitute form providing equivalent coverage) with a limit of- • $2,000,000 each accident. This policy must contain the following endorsements (which must be stated on the Certificate of Insurance): • Designated Insured ISO Form CA 20 48 02 99 (or a substitute form providing equivalent coverage). • Coverage for Certain Operations in Connection with Railroads ISO Form CA 20 70 10 01 showing "Union Pacific Railroad Property" covered by this Master Track Agreement as the "Designated Job Site". Nwool Motor Carriers Act Endorsement OMB Form MCS-90 (if required by law). C. Workers Compensation Insurance. Coverage must include but not be limited to: • Grantee's statutory liability under the workers' compensation laws of the state(s) affected by this Easement. Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit $500,000 each employee. • If Grantee is self -insured, evidence of state approval and excess workers compensation coverage must be provided. • Grantee shall 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 for damages covered by the workers compensation and employers liability obtained by Grantee required in this Easement. This waiver must be stated on the certificate of insurance. D. Umbrella or excess liability Insurance. If Grantee utilizes umbrella or excess policies to meet limit requirements, these policies must "follow form" and afford no less coverage than the primary policy. If utilized Grantee shall waives all Page 2 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6,22.09 14807877W-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law rights of recovery, and its insurers also waive all rights of subrogation of damages against Railroad and its agents, officers, directors and employees for damages '*Aug*" covered by Umbrella or Excess Liability obtained by Grantee required in this Easement. This waiver must be stated on the certificate of insurance. C. Railroad Protective Liability Insurance. At all times during construction, installation, repair or removal of a pipeline or wire line Grantee or its Contractor must obtain and 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 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. Page 3 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6.22.09 14807877\V-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law EXHIBIT D MINIMUM SAFETY REQUIREMENTS The term "employees" as used herein refer to all employees of Grantee or its contractors, subcontractors, or agents, as well as any subcontractor or agent of any Contractor. I. Clothing A. All employees 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, employees must wear: ***Sol (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. Page 1 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6.22.09 148078771V-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law 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 Employees shall 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) Page 2 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6.22.09 148078nV-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law (iv) Other types of personal protective equipment, such as respirators, fall protection equipment, and face shields, must be worn as lftupe recommended or requested by the Railroad Representative. Ill. On Track Safety Contractor is responsible for compliance with the Federal Railroad Administration's Roadway Worker Protection regulations — 49CFR214, Subpart C and Railroad's On -Track Safety rules. Under 49CFR214, Subpart C, railroad contractors are responsible for the training of their employees on such regulations. In addition to the instructions contained in Roadway Worker Protection regulations, all employees must: (i) Maintain a distance of twenty-five (25) feet to any track unless the Railroad Representative is present to authorize movements. (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 Page 3 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6.22.09 148078771V-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law A. It is the responsibility of Contractor to ensure that all equipment is **"No, 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: ■ Familiar and comply with Railroad's rules on lockout/tagout of equipment. ■ Trained in and comply with the applicable operating rules if operating any by -rail equipment on -track. ■ 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 Page 4 Collaboration. Public Projects, Davidson Yd. City of Ft.Worth 6.22.09 14807877\V-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law A. Contractor shall ensure that all waste is properly disposed of in ,"now, 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. Page 5 Collaboration. Public Projects. Davidson Yd. City of Ft.Worth 6.22.09 14807877%v-5 Pipeline Crossing 07/20/08 Form Approved, AVP-Law (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. Page 6 Collaboration. Public Projects. Davidson Yd. City ofFt.Worth 6.22.09 14807877V-5 EXHIBIT A-14 INTENTIONALLY OMITTED A-14-1 DAL:0567318/47205:1851513v 10 EXHIBIT A-15 APPROVED FORM OF AMENDMENT TO DRAINAGE AND WATERWAY AGREEMENT BETWEEN THE RAILROAD AND THE CITY [follows this page] A-15-1 DAL:05673 18/47205:1851513v 10 UP Audit #154808 FIRST AMENDMENT TO DRAINAGE AND WATERWAY AGREEMENT THIS FIRST AMENDMENT TO DRAINAGE AND WATERWAY AGREEMENT ("Amendment") is made, entered into, and effective as of the day of , 2009, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Railroad"), and the CITY OF FORT WORTH, a municipal corporation of the State of Texas ("Licensee"). RECITALS: A. WHEREAS, Railroad and Licensee have previously entered into that certain Drainage and Waterway Agreement dated April 15, 1991 ("Agreement"), whereby Railroad has granted Licensee the right to construct an underground drainage system including a pipe -arch culvert, a box culvert and related appurtenances ("Drainage Facilities") under and along the Railroad's right of way in the Railroad's Davidson Yard (formerly "Centennial" Yard) in the City of Fort Worth, County of Tarrant, State of Texas. B. WHEREAS, the Railroad, the Licensee, the North Texas Tollway Authority, a regional tollway authority and political subdivision of the State of Texas ("NTTA"), and the Texas Department of Transportation, an agency of the State of Texas ("TxDOT"), (Licensee, the NTTA and TxDOT collectively referred to as the "Project Partners"), have entered into that certain Southwest Parkway/SH 121 Union Pacific Railroad/Project Partners Formal Agreement executed as of .January 8, 2009, as amended by a First Amendment to Formal Agreement dated as of May 19, 2009, a Second Amendment to Formal Agreement dated as of June 17, 2009, a N%wool Third Amendment to Formal Agreement dated as of August 20, 2009, a Fourth Amendment to Formal Agreement dated as of September 1, 2009 and a Fifth Amendment to Formal Agreement dated as of September `, 2009 (as heretofore or hereafter amended, the "Formal Agreement"). C. WHEREAS, to negate the impact and expedite construction of Southwest Parkway / SH 121 in a manner that does not interfere with the uninterrupted flow of railroad traffic, Railroad will be constructing and relocating certain railroad tracks, access roads and related improvements which will require modifying Licensee's Drainage Facilities by extending each of the culverts at two (2) locations at the northern -most and southern -most ends of the existing Drainage Facilities. D. WHEREAS, Sections 2 and 14(b) of the Agreement provide that any modifications to the Drainage Facilities are to be at the sole cost and expense of Licensee. E. WHEREAS, Licensee has requested that Railroad make the necessary modifications to Licensee's Drainage Facilities as part of its work on the project. F. WHEREAS, Railroad has agreed to do the work based upon the understanding that Licensee shall remain responsible for all future maintenance of the Drainage Facilities, including such modifications. NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of '"ll which are hereby acknowledged by each party hereto, the parties hereto hereby agree as follows: AGREEMENT 'Iftmoll, 1. Recitals. The foregoing Recitals are hereby expressly incorporated into and made a part of this Amendment. 2. Upstream Extension. The location and construction specifications for the upstream extension of the Drainage Facilities as agreed upon by Railroad and Licensee are set forth on a total of sixteen (16) sheets (the "Upstream Plans"), the cover sheet of which is titled "Exhibit A -- General Arrangement" numbered "CE 116546" as approved by the Railroad on 2/19/2009 and revised through 3/19/2009, and is attached hereto as Attachment No. 1 and hereby made a part hereof. 3. Downstream Extension. The location and construction specifications for the downstream extension of the Drainage Facilities as agreed upon by Railroad and Licensee are set forth on a total of eight (8) sheets (the "Downstream Plans"), the cover sheet of which is titled "Exhibit B -- General Arrangement and Bill of Material" numbered "CE 116546" as approved by the Railroad on _/ /2009 [and revised through /_/20091, and is attached hereto as Attachment No. 2 and hereby made a part hereof. 4. Responsibilities for Extensions. The Railroad agrees to construct and install such new extensions in accordance with the Upstream Plans and the Downstream Plans, and in accordance with Licensee's applicable standards to the extent not specified on such Plans, at its sole cost and expense and the Licensee hereby agrees to accept such extensions upon completion and thereafter maintain and use such new extensions on the same terms and conditions as apply *ftmwpol to the original Drainage Facilities under the Agreement. 5. Modification to Exhibit A to the Agreement. Henceforth all references in the Agreement to Exhibit A shall be deemed modified to also include references to the Upstream Plans and Downstream Plans and all references in the Agreement to the Drainage Facilities shall include the additional culverts and related appurtenances shown on such Upstream Plans and Downstream Plans. 6. Ratification. Except as expressly modified by the terms and provisions of this Amendment, the terms and provisions of the Agreement are hereby ratified and confirmed and remain in full force and effect. 7. Entire Agreement; Governing Law. This Amendment may not be amended, waived or modified in any respect unless the same shall be in writing and signed each of the parties hereto. This Amendment constitutes the entire agreement of the parties with respect to the added Drainage Facilities and supersedes all prior agreements, arrangement and contracts, whether oral or written, concerning the subject matter hereof. 8. Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 9. Conflict. In the event of any conflict or inconsistency between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern and control in all respects. -2- 14816190\V3 10. Counterparts. This Amendment may be executed in multiple counterparts and shall be effective when both parties have signed a copy of this Amendment. A copy of this Amendment bearing an original signature shall constitute a counterpart, and all such counterparts shall, taken together, constitute one and the same agreement. 11. Severability. Any provision of this Amendment or the Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable shall be invalid or unenforceable only to the extent of such determination, which shall not invalidate or otherwise render ineffective any other provision of this Amendment or the Agreement. 12. Authority. The individuals executing this Amendment represent and warrant that they have the power and authority to do so, and to bind the entities for whom they are executing this Amendment. [Signature page follows] -3- 148161901V-3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first above written. RAILROAD: UNION PACIFIC RAILROAD COMPANY, a Delaware corporation LIM Its: LICENSEE: City of Fort Worth, Texas By: Its: APPROVED AS TO FORM AND LEGALITY: Assistant City Attorney 14816190\V-3 ATTACHMENT NO.1 GENERAL ARRANGEMENT -� 1491619MV-2 �t 1 a :at1 w w. rw nrr. � taa tf rw w n,nt .0t Is rY41� EXHIBIT A nr�fa.w wl�tl l� •`• i teams'[ t .�. I (t«tK [Itq<tl4 3 �Wttf wit,lre IlRll[ W,fM lrMo W 41. It w111! M W. MY YYa IR{, 1 1 ♦. �mw ntt (��� � L IOi `RIi �CL RIR[ 4.l 1Sf, n M w w(i/ a.Yw w Owwltp►4.r�wWtle . 1 55CTION DES{GNEiIOn � POSTCONSTRUCT I ON CO 111NCE ' w tsw d 4t R ftwft tow" rY s1t' eACAt MNk. ZL YOl.tfw K t YI[ ILW ( MI'1 Itll L pp[ y( pfq NtlY . O (ROtl�ft'1e i (11//1! flNi . , ' � IN a1L f�4tLL tYNHIiYNItt •ft 4.u1114�1 � lltat([H i l K�a�l Islti an f INR H - IifI1 •.. � /. _ ; ln.. !K hH.[ LI MILL IR111HLalL 1!L' In ., /i! !•I i tiKniKKIK.IV IF Y Na • Y K. K N L tq I Haft /FM Vialt a i /////��,•,��-�- �! ' 1 1 repot r ua trot o i O 11 •r.!�('�• .' tN nM1 a {Y.YIIr ` nw- q.l ._ - �- � �M� P[I{IM flla�pll i < `• •P. �-I Ll rlfll l.p .. Ntn � r aA Mil�lt 4tCN It.t11! )le. W /L / IRA VW11t41M1 J.-- .. - tr WA IYRn YYl[ 11r M YINILt hM\ R. it ..• LLL"IW '. . .. i. .. . tY • ttrA LIM I. 4rX ; .. OR 1 R.a.t ' L f YL t: AY.IL ALL l/VYplt ltll t��iIIML.H/•IM 1 K"IM Kdww 11C11M ' (RO,'I�W �� .4Wf0 I Y nILla4 w sM. t IYitl � .X•P �I � �/4 nt~O1L :f:n.�� ' pglimi SAC u rus/ ., tLHlfsfMpY P•d' t-P ii •LL OIRn . �Ntl LaR .I• Rll•ftVlltl flu .. � ) .. INtr 4[a . HL11 •r• ,. , Q�/` t1ipM If1Yi MIYq L7 pW LLL �i.7/ ' 4Mitlr 11.Y1 . I.IM(f�al4nl i itl MiMY RAM LSO LI/rsiyyYt�u1{Iliit1.�e}}to Lr tl MOY[1q Rle IIHt11L*I> . aea . s11'alpL mvR' .. Mlu tIR IKM �IM'NAtlA tltUdiKilRipp' IIK E X H I B I' POSTCONSTRMT I ON COMPL I ANC[ �'.uill�tli.••�M1� ' y»w/.�i. Mj,M +Y1Y•i1MY1 I`n.r.na...:}ie tt 11...Y filar lw w eH.Me.lw YrY.LN IC I� al ME mo Yam' i.ui a sl w w a' Ural s I MAW&EFIC i EXHIBIT B-1 APPROVED LEGAL DESCRIPTIONS OF PARCELS 58-PT1, 58-PT2, 58-PT3 AND 58-PT4 [follows this page] B-1-1 DAL:05673 18/47205:18 51513v 10 Parcel No. 58-PT1 ROW CSJ: 0504-02-018 Date: April 16, 2009 Exhibit A, Page 1 of 4 Pages Being a 4.500 acre tract of land situated in the W. B. Conner Survey, Abstract No. 288, City of Fort Worth, Tarrant County, Texas, said 4.500 acre tract of land being out of a tract of land deeded to Union Pacific Railroad Company as recorded in Volume 13215, Page 130 of the Deed Records of Tarrant County, Texas and described as Tract 34 in a deed to the Texas and Pacific Railroad Company as recorded in Volume 875, Page 96 of said Deed Records of Tarrant County, Texas, said 4.500 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 3/4 inch iron rod found for the northeast corner of Lot 1, Block I of the W. M. Cameron & Co., Inc. Plant Site No. 2, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388-101, Page 40 of the Plat Records of Tarrant County, Texas, said 3/4 inch iron rod being in the south right-of-way line of Rutledge Street (a 60.0' right-of- way) and in the proposed northerly right-of-way line of State Highway 121, said 3/4 inch iron rod being the beginning of a Control of Access Line, said 3/4 inch iron rod having grid coordinates of N=6,950,160.69 and E=2,315,571.17, said 3/4 inch iron rod being 222.91 feet right of and at right angles to centerline station 421+26.10 of the proposed centerline of State Highway 121; (1) THENCE North 89 degrees 39 minutes 30 seconds East, with the proposed northerly right-of-way line of said State Highway 121 and with the south right-of-way line of said Rutledge Street, passing at a distance of 212.27 feet a R.O.W. Marker set for the intersection of the proposed northerly right-of-way line of said State Highway 121 with the south right-of-way line of said Rutledge Street, said R.O.W. Marker being the end of said Control of Access Line, in all, a distance of 773.29 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" set for an exterior ell corner in the west line of Lot A, Block 1 of the Howco Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388-110, Page 96 of said Plat Records of Tarrant County, Texas; (2) THENCE South 00 degrees 26 minutes 15 seconds West, with the west line of said Lot A, a distance of 125.61 feet to a R.O.W. Marker set for corner in the proposed southerly right-of-way line of said State Highway 121, said R.O.W. Marker being the beginning of a Control of Access Line, said R.O.W. Marker being 142.87 feet left of and at right angles to centerline station 414+42.36 of the proposed centerline of State Highway 121; (3) THENCE South 77 degrees 47 minutes 50 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 50.00 feet to a R.O.W. Marker set for corner; GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR RD. SURE SO FORT WORTH. TEXAS 76112 817.496.1424 FAX 817-496.1768 Parcel No. 58-PT1 ROW CSJ: 0504-02-018 Date: April 16, 2009 Exhibit A, Page 2 of 4 Pages (4) THENCE South 83 degrees 21 minutes 23 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 57.77 feet to a R.O.W. Marker set for corner; (5) THENCE South 69 degrees 30 minutes 19 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 145.85 feet to a R.O.W. Marker set for corner; (6) THENCE South 64 degrees 39 minutes 42 seconds West, with the proposed southerly right-of-way. line of said State Highway 121 and with said Control of Access Line, a distance of 97.52 feet to a R.O.W. Marker set for corner; M THENCE South 68 degrees 56 minutes 13 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 479.60 feet to a R.O.W. Marker set for corner in the east line of said Lot 1 and for the end of said Control of Access Line, said R.O.W. Marker being 142.57 feet left of and at right angles to centerline station 422+95.67 of the proposed centerline of State Highway 121, said R.O.W. Marker also being the beginning of a non tangent curve to left having a radius of 449.90 feet, a central angle of 10 degrees 39 minutes 23 seconds and whose radius bears a radial bearing of North 79 degrees 33 minutes 22 seconds West; (8) THENCE with said non -tangent curve to the left and with the east line of said Lot 1, an arc length of 83.68 feet to a 3/4 inch iron rod found for corner, (9) THENCE North 00 degrees 12 minutes 45 seconds West, with the east line of said Lot 1, a distance of 320.20 feet to the POINT OF BEGINNING and containing 196,022 square feet or 4.500 acres of land, more or less. GORRONDONA & ASSOCIATES. INC- 6707 BRENTWOOD STAIR RD. SUITE 50 FORT WORTH. TEXAS 76112 817496-1424 FAX 817-496.1768 Notes: Parcel No. 58-PT1 ROW CSJ: 0504-02-018 Date: April 16, 2009 Exhibit A, Page 3 of 4 Pages (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates. are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND JUNE 6, 2002 Richard Kennedy' - 2 RICHARt) KF1INEDY Registered Profes "rini'g�uryey No. 5527 GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR RD. SURE 50 FORT WORTH. TEXAS 76112 817.496.1424 FAX 817496-1768 W. D. C 0 N N E R SURVEY G. Is: JACKSON HEIRS SUBDIVISION VOLUME 388, PAGE 36 P.R.T.C.T. ABSTRACT NO. 301 ......... S LOT 6 LOT t LOT 3 LOT 2 LOT f € '1 '' e i LO 6 '•� s.... T ....... . , t : ... SETR.O.W. ::r......� ....,.. 44.73RT. RUTLEDGE STREET �.__ N 9r39'30"E (60.0' RIGHT—OF—WAY) 7' __.....{ PROPOSED — RIGHT—OF—WAY 'C OF e CURVE TABLE CURVE RADIUS DELTA ARC C-1 449.90 04 50 30 38.02 C-2 449.90 10'39'23' 83.55 LOT 1, BLOCK 1 W.M. CAMERON & CO., INC. PLANT SITE NO. 2 VOLUME 388-101, PACE 40 P.R.T,C.T• / P ": P. 0., ?END 3/4.1 N-8,950,1 E-23155 :222.91 �r;42t+2B. tV p N M C{ CURVE DATA RADIUS-4S83.66' ti . `.......................... DELTA- 1r32'02' ARC-1402.70' SET '. PROPOSEC r RIGHT—OF—WAY 'C OF A' LEGEND PROPOSED R.O.W. LINE PROPERTY LINE SURVEY LINE EXIST. EASEMENT LINE — — — — — — — CNTL OF ACCESS LINE � C OF A' PARCEL NUMBER RECONSTRUCTED CORNER ROC SURVEYED ON THE GROUND JUNE 6. 201 \<�- 7Y47�� I RICHARD KENNEDY, RPLS No. 5527 & ASSOCIATES, INC. �>_ b527 •-� � • 50 ........,.. BLOCK 2 ic................... } ;; BROOKLYN HEIGHTS _ W �W r............ ..... ............... VOCUME 944. PAGE 445 O.R.T.C.T. N n _..................•. _�PC LOT A. BLOCK i :._. N HO NCO ADDITION VOLUME 388-110, PAGE 98 — is P.R.T.C.T. .S ..............................: ... SETWS/8"IR�W/CAP �; STAMPED OR S NDONA" 773.29' ' .,F {F . : 'l 9iv i m' TRACT NO. 2 C RAILROAD COMPANY:n:P' ;:•7 ' N HOwELL INSTRUMENTS, INC. 13215. PAGE 130;• +;� ;; VOLUME 8673. PACE 2273 :;at: D.R.T.C.T. ............. ,'.. 4a: FS �..J.^.::yt ,•ter ' 1�.►1 ��.�.1�,. ,t :\ e•• 1 9 a 1 t4 PROPOSED g4i3 t; '.RIGHT—OF—WAY 1':�• 1.' �{ , '.' " :• 5 SET R.O.W. MARKER (' C 43F A•175, r :: " S 64 39 4�"w ::x ! ACE 9s:: :: ' 1 :� ,� ra \:: , r , a.• �r;c.T .. 97.52 \ UNION PACIFIC RAILROAD COMPANY �� ,;: VOLUME 13215, PAGE 130`''' a•:. .. :.\'�r� a:c::\'. ten; t,......•-� �••' 1 PROPOSED ,�,. D.R.T.C.T. ,.�• :x;...,..._.. 3 ,c.r•.\=T `.\•:. • l..a a RI01'CR—OAF A AY NOTES; 1 (1) A LEGAL DESMIMON OF EVEN SURVEY DATE W. B. C O N N E R SURVEY . HEREWITH ACCOMPANIES THIS PLAT. ABSTRACT NO. - 288 c2) CO�NTRON L FOGS UR STATEHIGHWAY 121. PROJECT M THE AND DISTANCES SHOWN ARE SURFACE. sio 'v�n 123 57.77c 150 75 0 150 SCALE IN FEET PAGE 3 OF 3 PAGES FORT WORTH, TX.• PH. 817/496-1424 FAX 817 496-1768 (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83. NORTH CENTRAL ZONE. UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) /8' IRON RODS WITH 13LUE CAPS STAMPED ED '00 tRONDONA Ec ASSOC INC FORT' WORTH TEXAS". UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE 'CONTROL OF ACCESS LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. NORTH TEXAS TOLLWAY AUTHORITY STATE HIGHWAY 121 RIGHT —OP —NAY PLAT PARCEL NO. 58--PT1 ROW TAKING: 4.500 AC OWNER: UNION PACIFIC RAILROAD COMPANY APRIL 16. 2009 SCALE: 1' - ISO' Parcel No. 58-PT2 ROW CSJ: 0504-02-018 Date: May 21, 2009 Exhibit A, Page l of 8 Pages Being a 9.427 acre tract of land situated in the W. B. Conner Survey, Abstract No. 288, the G. G. Davenport Survey, Abstract No. 401 and the S. C. Inman Survey, Abstract No. 824, City of Fort Worth, Tarrant County, Texas, said 9.427 acre tract of land being out of a tract of land deeded to the Texas and Pacific Railroad Company as recorded in Volume 875, Page 96 of the Deed Records of Tarrant County, Texas, said 9.427 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a R.O.W. Marker set for the northwest corner of Lot 1, Block I of Factory Place Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 204A, Page 101 of the Plat Records of Tarrant County, Texas, said R.O.W. Marker being in the south right-of-way line of West Vickery Boulevard (a variable width right-of-way), said R.O.W. Marker having grid coordinates of N=6,947,512.59 and E=2,311,614.51, said R.O:W. Marker being 204.32 feet right of and at right angles to centerline station 468+36.47 of the proposed centerline of State Highway 121; (1) THENCE North 89 degrees 23 minutes 17 seconds East, with the southwest line of said Lot 1, a distance of 223.61 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" set for the southwest corner of a 15.0' alley recorded in Volume 204A, Page 101 of said Plat Records of Tarrant County, Texas, (2) THENCE North 55 degrees 14 minutes 07 seconds East, with the south line of said 15.0' alley, a distance of 741.41 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" set for the southeast corner of said 15.0' alley, said 5/8 inch iron rod with cap stamped "GORRONDONA" being in the southwest line of Lot 7, Block 2 of said Factory Place Addition; (3) THENCE South 38 degrees 30 minutes 17 seconds East, with the southwest line of said Lot 7, a distance of 61.57 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" set for the south corner of said Lot 7; (4) THENCE North 51 degrees 29 minutes 43 seconds East, with the southeast line of said Lot 7, a distance of 150.00 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" set for the east corner of said Lot 7; (5) THENCE North 38 degrees 30 minutes 17 seconds West, with the northeast line of said Lot 7, a distance of 50.40 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" set for the intersection of the northeast line of said Lot 7 with the southeast right-of-way line of Rutledge Street (a variable width right-of-way); GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR RD. SUITE 50 FORT WORTH. TEXAS 76112 8174%-1424 FAX 817-496-1768 '-Mo� Parcel No. 58-PT2 ROW CSJ: 0504-02-018 Date: May 21, 2009 Exhibit A, Page 2 of 8 Pages (6) THENCE North 55 degrees 14 minutes 24 seconds East, with the south right-of-way line of said Rutledge Street, a distance of 1052.34 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" set for the intersection of the southeast right-of-way line of said Rutledge Street with the northeast right-of-way line of Hooper Street (a 40.0' right-of- way); (7) THENCE North 38 degrees 34 minutes 12 seconds West, with the northeast right-of-way line of said Hooper Street, a distance of 25.00 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" set for corner in the centerline of a closed portion of Rutledge Street as recorded in Volume 31, Page 546 of the County Commissioners Court Records of Tarrant County, Texas; (8) THENCE North 55 degrees 07 minutes 45 seconds East, with the centerline of said closed portion of Rutledge Street, a distance of 668.75 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" set for the west corner of Lot 1-R, Block 2-R of Factory Place Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388-167, Page 59 of said Plat Records of Tarrant County, Texas; (9) THENCE South 34 degrees 37 minutes 43 seconds East, with the southwest line of said Lot I-R, a distance of 153.30 feet to a R.O.W. Marker set for corner in the proposed southerly right-of-way line of State Highway 121, said R.O.W. Marker being the beginning of a Control of Access Line and the beginning of a curve to the right having a radius of 9086.00 feet, a central angle of 00 degrees 59 minutes 44 seconds and whose radius bears a radial bearing of North 32 degrees 56 minutes 31 seconds West, said R.O.W. Marker being 78.55 feet left of and at right angles to centerline station 440+50.77 of the proposed centerline of State Highway 121, from which a R.O.W. Marker set for the southwest corner of said Lot 1-R bears South 34 degrees 37 minutes 43 seconds East, a distance of 88.40 feet; (10) THENCE with said curve to the right, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 157.89 feet to a R.O.W. Marker set for corner; (11) THENCE South 58 degrees 03 minutes 14 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 850.40 feet to a R.O.W. Marker set for the beginning of a curve to the left having a radius of 7457.84 feet, a central angle of 05 degrees 02 minutes 48 seconds and whose radius bears a radial bearing of South 31 degrees 56 minutes 46 seconds East; GORRONDONA & ASSOCIATFS. INC. 6707 BRENTWOOD STAIR RD. SUITE 50 FORT WORTH. TEXAS 76112 817-496-1424 FAX 817-496-1768 Parcel No. 58-PT2 ROW CSJ: 0504-02-018 Date: May 21, 2009 Exhibit A, Page 3 of 8 Pages (12) THENCE with said curve to the left, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 656.91 feet to a R.O.W. Marker set for corner; (13) THENCE South 60 degrees 52 minutes 20 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 8.18 feet to a R.O.W. Marker set for corner, (14) THENCE South 58.degrees 59 minutes 02 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 50.00 feet to a R.O.W. Marker set for corner; (15) THENCE South 58 degrees 37 minutes 54 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 150.00 feet to a R.O.W. Marker set for corner; (16) THENCE South 54 degrees 21 minutes 35 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 49.38 feet to a R.O.W. Marker set for corner; (17) THENCE South 50 degrees 26 minutes 28 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 185.08 feet to a R.O.W. Marker set for corner; (18) THENCE South 49 degrees 24 minutes 44 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 147.98 feet to a R.O.W. Marker set for corner; (19) THENCE South 48 degrees 40 minutes 20 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 150.92 feet to a R.O.W. Marker set for corner; (20) THENCE South 47 degrees 48 minutes 28 seconds West, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 670.52 feet to a R.O.W. Marker set for the beginning of a curve to the left having a radius of 1349.39 feet, a central angle of 09 degrees 36 minutes 06 seconds and whose radius bears a radial bearing of South 42 degrees 1 I minutes 32 seconds East; GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR RD, SUITE 50 FORT WORTH. TEXAS 76112 8174%-1424 FAX 817-496-1768 Parcel No. 58-PT2 ROW CSJ: 0504-02-018 Date: May, 21, 2009 Exhibit A, Page 4 of 8 Pages (21) THENCE with said curve to the left, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 226.13 feet to a R.O.W. Marker set for corner; (22) THENCE South 34 degrees 32 minutes 54 seconds West, with the proposed southerly right-of-way line of said State Highway .121 .and with said Control of Access Line, a distance of 9.82 feet to a R.O.W. Marker set for the beginning of a curve to the right having a radius of 1884.86 feet, a central angle of 01 degrees 01 minutes 32 seconds and whose radius bears a radial bearing of North 36 degrees 35 minutes 50 seconds West; (23) THENCE with said curve to the right, with the proposed southerly right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 33.73 feet to a R.O.W. Marker set for corner, said R.O.W. Marker being 81.00 feet left of and at right angles to centerline station 474+91.43 of the proposed centerline of State Highway. 121; (24) THENCE North 54 degrees 49 minutes 20 seconds West, with a proposed westerly right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 148.46 feet to a R.O.W. Marker set for corner in the apparent south right-of-way line of said West Vickery Boulevard; (25) THENCE North 32 degrees 24 minutes 30 seconds East, with the proposed northerly right -of. --way line of said State Highway 121, with said Control of Access Line and with the apparent south right-of-way line of said West Vickery Boulevard, a distance of399.93 feet to a R.O.W. Marker set for the beginning of a curve to the right having a radius of 1002.74 feet, a central angle of 13 degrees 18 minutes 53 seconds and whose radius bears a radial bearing of South 62 degrees 07 minutes 21 seconds East; (26) THENCE with said curve to the right, with the proposed northerly right-of-way line of State Highway 121, with said Control of Access Line and with the apparent south right- of-way line of said West Vickery Boulevard, an arc length of 233.02 feet to the end of .said Control of Access Line and the POINT OF BEGINNING, and containing 410,647 square feet or 9.427 acres of land, more or less. OORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR RD. SUITE 50 FORT WORTH. TEXAS 76112 817-496-1424 FAX 817490-1768 Parcel No. 58-PT2 ROW CSJ: 0504-02-018 Date: May 21, 2009 Exhibit A, Page 5 of 8 Pages Special Note: Gorrondona & Associates, Inc. could not locate any documentation (deeds, easements, agreements, etc...) regarding the location of the south right-of-way line of West Vickery Boulevard along the common property owned by the Union Pacific Railway Company. Gorrondona & Associates, Inc. utilized two research companies and also contacted various City of Fort Worth officials along with researching the city records and archive vaults and contacting Union Pacific Railway Company Real Property Department. After research failed to recover any documentation, Gorrondona & Associates, Inc. was instructed by the City of Fort Worth to offset 9.5 feet south of and parallel to the existing south curbline or projected south curbline of'West Vickery Boulevard. Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND JUNE 6, 2002 Richard KennedyW Registered ProfessionalNo. 5527 GORRONDONA & ASSOCIATES- INC. 6707 HRE 7D STAIR RD. SUITE 50 FORT WORTH. TEXAS 76112 817-496-1424 PAX 817-496-1768 LINE TABLE LINE BEARING DISTANCE L-9 S 49'24'44W 147.98 L-10 S 48'40'201N 150.92 L—" S 34'32'54"W 9.82 �GFI� v6 'OF wry ES'C v`►s� mod`" � 3�•lr,=- PROPOR�� SPECI& MOTE: 0ORROH001N a ASSOCIATM INC. COUI.1) NOT LOCATE ANY DocX1MENTAT70N DEEDS EASEMENT$ AOR£DAENTS, ETC._) REGARDING THE LOCATION THE SOUTH RIONT—OF—WAY UNE OF WEST VWXERt' 9OULEVARD MONG THE COMMON PROPERTY OOHED BY THE UNION PACIFIC PNLMTAY COMPANY. OORROMDDNA A ASSOCMTFS, INC. UTILIZED TWO RESEARCH COMPANIES AND ALSO CONTACTED VARIOUS CRY OF FORT WORTH OFFICALS AL.ONO VTH RESE'ARD4ING THE CITY RECORDS AND ARCHWE 1"73 AND COK'TACT1 UNION PACPIC RAIL WKY COMPANY REAL PROPERTY DEPARTMENT. AFTER RESEARCH FAILED TO RECOVER ANY DOCUMENTATION, COltRONOotM a ASSOCWTES, INC. WAS VOTI)CTED BY THE CRY OF FORT WORTH TO OFFSET 9.5' SOUTH OF AND PARALLEL TO THE EXISTNIC SOUTH CURSUANE OR PROJECTED SOUTH CL"UNE OF WEST YCKERY SM"ARD. LEGEND PROPOSED PROPERTY UNEW. LINE SURVEY UNE EXIST. EASEMENT EASEMENT UNE CNTL OF ACCESS UNE„_ C OF A' PARCEL NUMBER RECONSTRUCTED CORNER ROC SURVEYED ON THE GROUND JUNE 8. 20 RICHARD KENNEDY, RPLS No. 5527 P. 0. D. SET R.O.W. MARKER N-8,947,512.59 E-2,311,814.51 TEXAS AND PACIFIC RAILROAD COMPANY VOLUME 875, PAGE 96 D.R.T.C.T. CURVE TABLE CURVE RADIUS DELTA ARC C-1 1002.74 09'33'23" 167.25 C-4 1349.39 09'36'06" 226.13 C-5 1884.86 01'01'32" 33.73 C-6 1002.74 13'18'53" 233.02 ABSTRACT RICHARD KENNEDY 150 75 0 150 527' Pv L�� IIMII�II� GORRONDONA h ASSOCIATES, INC. • 6707 BRENTWOOD STAR SCALE IN FEET PAGE 6 OF 8 PAGES SUITE 50 FORT WORTH, TX. • PH. 817/498-1424 FAX 817/498-1788 NOTES. (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE OND COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE, UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT, (4) RIGHT-OF-WAY MARKERS ARE 5/8' IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA & ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE (5) ACCESS UNE* TO THEACESS IS 'CONTROL F TRANSPORTATION ACROSS THE FROM THE ADJACENT PROPERTY. NORTH TEXAS TOLLWAY AUTHORITY STATE HIGHWAY 121 RIGHT—OF—WAY PLAT PARCEL NO. 58—PT2 I ROW TAKING: 9.427 AC. OWNER: UNION PACIFIC RAILROAD COMPANY MAY 21. 2009 SCALE: 1' - 150' PROPOSED WEST VICKERY BOULEVARD RIGHT—OF—WAY ARM,BLE WIDTH RIGHT —OF —WA C OF A' BLOCK 2 BLOCK 3 > Q FACTORY PLACE ADDITION FACTORY PLACE ADDITION c VOLUME 204A, PACE 101 c c. VOLUME 388-80, PACE 32 y y y S Z LOT f ep c o P.R.T.C.T. „ N ^ P.R.T.C.T,o y y y � / LOT 2 LOT 3 4 LOT SLOT 6 ^ � eo o Q LOT 7 y LOT f3R 4 LOT f8R r SET 5/8'IR W/CAP LOT 1BRf CURVE DATA CORRONDONA RADIUS 22918.31' Z SET 5/8"IR W/CAP DELTA-01'51'27' "GORRONDONA RU ARC-742.e6 TLEDGE REET 458+00 r: •:::': r:r: i:: (VARIABLE WI HT T SET ♦R.O., : I � DTH RIGHT -OF —WA N gg >7 1 2 4 'MAR R L 2 V.� •L— ,9 —SET 5D OR8"IR W C AP. -eN ON 0 A' 58—PT2 0+00� SET s LR.O.W. - PROPOSED 5 SET R.O.W.' RIGHT—OF—WAY MARKER SET R.O.W. SET R.O.W. C_3,. ;:,MARKER:;: 'C OF A" SET R.O.W. MARKER I MARKER MARKER SET R.O.W. -= PROPOSED R RIGHT—OF—WAY 85D,4 NOTES: �H01H p�° ����� QGa° D�LQ� °�� 'C of A" S 58*03'14 MARKE (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE Z(0 // HEREWITH ACCOMPANIES THIS PLAT. TEXAS AND PACIFIC RAILROAD COMPAw (2) BEARINGS ARE REFERENCED TO THE PROJECT VOLUME 875, PAGE 96 G . G . DAVENPORT SURVEY AND DISTANCES FOR STATE HIGHWAY 121. BEARINGS D. R.T.C.T. ` ABSTRACT N 0 4 01� g "' AND DISTANCES SHOWN ARE SURFACE. � rn (3) THE COORDINATES SHOYlN ARE CRIO COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM. S. C. I N M A N SURVEY 3, NORTH CENTRAL ZONE, c A TXDOT XDOT SURFACE FACTOR OF 1.00012 12 FOR \ THIS PROJECT. ABSTRACT N 0 . 824 (4) RIGHT—OF—WAY MARKERS ARE 5/E' IRON RODS WITH BLUE CAPS STAMPED 'CO RONDONA & ASSOC INC FORT WORTH TEXAS% UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE 'CONTROL OF ACCESS LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. CURVE TABLE CURVE RADIUS DELTA I ARC C-3 7457.84 05"02'48" 656.91 C-4 9248.92 02' 18'52` 373.59 LEGEND PROPOSED R.O.W. UNEa PROPERTY LINE �— SURVEY LINE — c—i— ! OF EXIST. EASEMENT LINE — — — — — — — CNTL of ACCESS LINE, f �+j .QQG1ST�fjFO'�C� C OF A' � ��lei•• PARCEL NUMBER RiCi1ARD KENNEDY RECONSTRUCTED CORNER © 150 75, 0 150 SURVEYM ON THE GROUND JUNE 6, 2002 "O 5527 ., S RVEV SCALE IN FEET RICHARD KENNEDY, RPLS No. 5527 PAGE 7 OF 8 PAGES GORRONDONA & ASSOCIATES, INC. • 6707 BREWTWOOD STAIR ROAD, SUITE 50 FORT WORTH, TX. • PH. 817/496-1424 FAX 517/496-1768 LINE TABLE NORTH TEXAS TOLLWAY AUTHORITY STATE HIGHWAY 121 RIGHT-OF-WAY PLAT PARCEL NO. 58-PT2 I ROW TAKING; 9.427 AC. OWNER: UNION PACIFIC RAILROAD COMPANY MAY 21. 2009 SCALE: 1' - 150' I Ss 411,0--M LOT 23,17 'em , 0 Q cn m N 3V34'1 2 25.00' BLOCK 4 FACTORY PLACE ADDITION VOLUME 204A, PACE 101 P.R.. C.T. e CLOSED PORTION OF RUTLEDOE VOLUME 31, STREET PAGE 546 CCCRTCT 14 PROPOSED ... ........ RIGHT—OF—WAY0.40 *C OF A7 CURVE DATA + RADIUS- 22918.31 PROPOSED RIGHT—OF—WAY SET R.O.W. DELTA-01'51'27* OF MARKER ARC-742.96 SET R.O.W. MARKER NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYS-TEM, NAD-83, NORTH CENTRAL ZONE. UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) RIGHT—OF—WAY MARKERS ARE 5/8- IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONIA & ASSOC INC FORT WORTH TEXAS'. UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE -CONTROL OF ACCESS LINE* TO THE TRANSPORTATION FACIUTY FROM THE ADJACENT PROPERTY. LEGEND PROPOSED R.O.W. LINE PROPERTY UNE 11 — SURVEY urlr_ I EXIST, EA.SEMENT LINE - — — — — — - F CNITL_ OF ACCESS LINE sks T 'C OF A' PARCEL NUMBER RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND JUNE 6. 2 RICHARD KENNEDY, RPLS No. 5527 GORRONDONA & ASSOCIATES. INC, - 6707 BRE TEXAS AND PACIFIC RAILROAD COMPANY VOLUME 875, PAGE 96 D.R.T.C.T. 439+00 LOT f—R C', 1.40+50.77 R.O.W. kRKER BLOCK 2—R FACTORY PLACE ADDITION 11 VOLUME 388-167, PACE 59 P.R.T.C.T. 0 o 0 z m m m PROPOSED-4 RIGHT—OF—WAY *C OF A" W. B. CONNER SURVEY ABSTRACT NO. 288 CURVE TABLE CURVE RADIUS DELTA I ARC C-2 1 9086.00 00-59-44- 1 157.891 150 75 0 150 SCALE IN FEET PAGE 8 OF 8 PAGES 50 FORT WORTH, TX. - PH. 817/496-1424 FAX 817/496-1788 9-, z m 0 NORTH TEXAS TOLLWAY AUTHORITY STATE HIGHWAY 121 RIGHT—OF—IFAY PLAT PARCEL NO. 58—PT2 — 7gow TAKING: 9.427 AC. OWNER: UNION PACIFIC RAILROAD COMPANY MAY 2.1. 2009 SCALE I- - 15V Parcel No. 58-PT3 ROW CSJ: 0504-02-018 Date: May 21, 2009 Exhibit A, Page 1 of 3 Pages Being a 1.935 acre tract of land situated in the S. C. Inman Survey, Abstract No. 824, City of Fort Worth, Tarrant County, Texas, said 1.935 acre tract of land being out of a tract of land deeded to the Texas and Pacific Railroad Company as recorded in Volume 963, Page 273 of the Deed Records of Tarrant County, Texas, said 1.935 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a R.O.W. Marker set for the intersection of the proposed northwest right-of- way line of State Highway 121 with a southerly line of said tract of land deeded to Union Pacific Railroad Company, said R.O.W. Marker being the beginning of a Control of Access Line, said R.O.W. Marker having grid coordinates of N=6,945,296.51 and E=2,309,802.83, said R.O.W. Marker being 83.42 feet right of and at right angles to centerline station 498+08.37 of the proposed centerline of State Highway 121, from which a R.O.W. Marker set for the northeast corner of a tract of land deeded to Edwards Geren Limited as recorded in Volume 12915, Page 394 of said Deed Records of Tarrant County, Texas bears North 12 degrees 56 minutes 00 seconds West, a distance of 92.93 feet; (1) THENCE North 66 degrees 37 minutes 13 seconds East, with the proposed northwest right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 425.58 feet to a R.O.W. Marker set for corner; (2) THENCE South 24 degrees 25 minutes 54 seconds East, with the proposed northeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 177.06 feet to a R.O.W. Marker set for corner; (3) THENCE South 63 degrees 33 minutes 18 seconds West, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 466.74 feet to a R.O.W. Marker set for corner in a southerly line of said tract of land deeded to the Texas and Pacific Railroad Company, said R.O.W. Marker being the northeast corner of a tract of land deeded to T.E.S.CO. as recorded in Volume 2588, Page 562 of said Deed Records of Tarrant County, Texas, said R.O.W. Marker being 118.57 feet left of and at right angles to centerline station 498+45.61 of the proposed centerline of State Highway 121, from which a 60d nail found for corner in the southerly line of said tract of land deeded to the Texas and Pacific Railroad Company and in the easterly line of said tract of land deeded to Edwards Geren Limited bears South 12 degrees 56 minutes 00 seconds East, a distance of 276.68 feet; GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR RD. SUITE 50 FORT WORTH. TEXAS 76112 817a96-1424 FAX 817-496-1768 Parcel No. 58-PT3 ROW CSJ: 0504-02-018 Date: May 21, 2009 Exhibit A, Page 2 of 3 Pages (4) THENCE North 12 degrees 56 minutes 00 seconds West, with the southerly line of said tract of land deeded to the Texas and Pacific Railroad Company and with the easterly line of said tract of land deeded to Edwards Geren Limited, a distance of 205.39 feet to the POINT OF BEGINNING, and containing 84,275 square feet or 1.935 acres of land, more or less. Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the ,project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid .coordinates, based on .the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line' to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT ff AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND JUNE 6, 2002 Richard Kennedy Registered Profes No. 5527 CORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR RD. SUITE 50 PORT WORTH. TEXAS 76112 817-496-1424 FAX 817-196-1768 S. C. INMAN SURVEY ABSTRACT NO. 824 IN" "IN, 1 l 1 IN' IN IN sot, LEGEND PROPOSED R.O.W. UNE-��-.�� PROPERTY LINE SURVEY LINE z r EXIST. EASEMENT LINE CNTL OF ACCESS LINE- C OF A' PARCEL NUMBER RECONSTRUCTED CORNER RCC 1'Q RICHARD KENHEDY SURVEYED ON THE GROUND JUNE S. 2 :o 5527 ,,..•' RICHARD KENNEDY, RPLS No. 5527 GORRONDONA k ASSOCIATES, INC. - 6707 BRE NAIL q CURVE DATA RADIUS-1432.39 x� DELTA-44'29'36' ARC r 1 112.33 �O O 0 0 SEC R.O.W. MARKER"^ a� TEXAS AND PACIFIC RAILROAD COMPANY VOLUME 963, PAGE 273 e v. _I-- D.R.T.C.T. .. RIGHT-OF-WAY 'C OF A' 9O 0 0 a0 O 0 O 150 75 0 150 SCALE IN FEET PAGE 3 OF 3 PAGES WORTH. TX. - PH. 817/498-1424 FAX 817/496-1768 NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE, UTIUZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) RIGHT-OF-WAY MARKERS ARE 8//8' IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA k ASSOC INC FORT WORTH TEXAS', . UNLESS NOTED OTHERWISE (5) ACCESS IS PROHIBITED ACROSS THE "CONTROL OF ACCESS LINE" TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. NORTH TEXAS TOLLWAY AUTHORITY STATE HIGHWAY 121 RIGHT-OF-WAY PLAT PARCEL NO. 58-PT3 I ROW TAKING: 1.935 AC. OWNER: UNION PACIFIC RAILROAD COMPANY MAY 21, 2009 I SCALE: 1' - 150' Parcel No. 58-PT4 ROW CSJ: 0504-02-018 Date September 10, 2009 Exhibit A, Page 1 of 3 Pages Being a 0.045 acre tract of land situated in the S. C. Inman Survey, Abstract No. 824, City of Fort Worth, Tarrant County, Texas, said 0.045 acre tract of land being out of a tract of land described as Tract No. 45-A deeded to Texas and Pacific Railway Company as recorded in Volume 875, Page 96 of the Deed Records of Tarrant County, Texas, said 0.045 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 60d nail found for the most westerly southwest corner of a 10.24 acre tract of land (by deed) deeded to the Texas & Pacific Railway Company as recorded in Volume 963, Page 273 of said Deed Records of Tarrant County, Texas; THENCE North 89 degrees 37 minutes 31 seconds East, with a south line of said 10.24 acre tract of land, a distance of 359.66 feet to a fence corner post found for the most easterly southwest corner of said 10.24 acre tract of land; THENCE North 19 degrees 35 minutes 59 seconds East (Radial Bearing), a distance of 1753.86 feet to the POINT OF BEGINNING, said point having grid coordinates of N=6,946,481.13 and E=2,310,858.58, said point being 219.17 feet right of and at right angles to centerline station 480+31.33 of the proposed centerline of State Highway 121, said point being in the apparent southerly right-of-way line of West Vickery Boulevard, said point also being the beginning of curve to the left having a radius of 1200.00 feet, a central angle of 17 degrees 44 minutes 23 seconds and whose radius bears a radial bearing of North 36 degrees 59 minutes 11 seconds West; (1) THENCE with said curve to the left and with the apparent southerly right-of-way line of said West Vickery Boulevard, an arc length of 371.54 feet to a point for comer; (2) THENCE South 32 degrees 24 minutes 30 seconds West, a distance of 137.62 feet to a point for corner; (3) THENCE South 50 degrees 02 minutes 35 seconds West, a distance of 166.52 feet to a point for corner; (3) THENCE South 53 degrees 00 minutes 49 seconds. West, a distance of 70.53 feet to the POINT OF BEGINNING, and containing 1,938 square feet or 0.045 acres of land, more or less. GORRONDONA & ASSOCIATES, INC. 6707 BRENTIVOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817496-1768 Notes: Parcel No. 58-PT4 ROW CSJ: 0504-02-018 Date: September 10, 2009 Exhibit A, Page 2 of 3 Pages (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDOT Surface Factor of 1,00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. Special Note: Gorrondona & Associates, Inc. could not locate any documentation (deeds, easements, agreements, etc...) regarding the location of the south right-of-way line of West Vickery Boulevard along the common property owned by the Union Pacific Railway Company. Gorrondona & Associates, Inc. utilized two research companies and also contacted various City of Fort Worth officials along with researching the city records and archive vaults. and contacting Union Pacific Railway Company Real Property Department. After research failed to recover any documentation, Gorrondona & Associates, Inc. was instructed by the City of Fort Worth to offset 9.5 feet south of and parallel to the existing south eurbline or projected south curbline of West Vickery Boulevard. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUNjPAkay 7, 2005 OF T 'A i RICHARD KE s' 5527 Richard Kennedy y ••:�'nF o�'? Registered Professional L' No. 5527` GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR ROAD SUITE 5Q FORT WORTH, TEXAS 76112 $17A96-1424 FAX 817-496-1768 SPECIAL NOTE GORRONDONA k ASSOCIATES. INC. COULD NOT LOCATE ANY DOCUIIF]RATION DEEDS, EASDAENTS. AGREDAET:TS, ETC._ REGARDING THE IACATJON 4 THE SOUTH RK:Hf—GF—WAY tklE OF NCKFRI' BOULEVARD ALONG THE COMMON PROPERTY OWNED BY THE UNION PACIFIC RAILWAY COMPANY. GORRONDONA & ASSOCIATES, INC. UTILIZED TWO RESEARCH COMPANIES AND ALSO CONTACTED VARIOUS CITY OF FORT WORTH OFPICULS ALONG WITH RESEARCHING THE CITY RECORDS AND ARCHNE VAULTS AND CONTACTING UNION PACIFIC RAILWAY COMPANY REAL PROPERTY DEPARTMENT. AFTER RESEARCH FAILED TO RECOVER ANY DOCUMENTATION. GON"MNA k ASSOCATES, INC. WAS INSTRUCTED BY THE CITY OF FORT WORTH TO OFFSET 9.5' SOUTH OF AND PARALLEL TO THE EXISTING SOUTH CURBLWE OR PROJECTED SOUTH CURBLINE OF WEST VO(ERY BOULEVARD. S8�'Ol FND 60d NAIL PROPOSED 3 RI" -,OF —WAY ti FENCE R POST LINE TABLE LINE BEARING _ DISTANCE L-1 S 32'24'30"W 137.62 L-2 S 5( '02'35"W '02'35"W 166.52 L-3 S 53'00'49"W 70.53 LEGEND 7. PROPOSED �FsT f CURVE DATA A-4- uz' ,I`F1;99O MON PACCORC � �2 MMAID S. C. IN`MAN SURVEY ABSTRACT NO. 824 T RINIT y RIVER PROPERTY 11HEW- UNf��+ � SURVEY LINE c----� EXIST. EASEMENT LINE CNTL OF ACCESS LINE C OF A• RECONSTRUCTTTI CORNER R® `cn SURVEYED � N THE GROUND ICNARD KEPINE � RICHARD KENNEDY ,U S�'u RPLS No. 5527 ,,, GORRONDONA do ASSOCIATES, INC. - 8707 BREI E r11I� .AIL "A" 219.17' RT. 480+31.33 SEE DETAIL "A" PROPOSED RIGR(T—OF—WAY P.O.B.7- 4-8,946,481.13 =2,310,858.58 58--PT2 5 2%OT� 'ari 58-PT4 PaoaosFD � Rx:♦rT-OF-WA) t CURVE DATA MNPCo N RADIUS-1132.40' e-zer~rz9• R/A101LR©AL74 AIRc-717.70' TRACT NO 45-A TEXAS &PACIFIC RAILWAY COMPANY VOLUME 875, PAGE 96 D.R.T.C.T. 300 150 0 300 SCALE IN FEET PAGE 3 OF 3 PAGES ROW CSJ: 0504-02-018 81 CURVE TABLE CURVE RADIUS DELTA ARC C-1 1200.00 17`44'23" 371.54 NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED 70 THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. ( 3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED. ON THE TEXAS COORDINATE SYSTEM, NAD--83, NORTH CENTTRAJ. ZONE, UTILIZING A TXDOT SURFACE FACTOR OF'1,00012 FOR THIS PROJECT. (4) RIGHT—OF—WAY MARKERS ARE 5/8- IRON RODS WITH BLUE CAPS STAMPED "GORRONDONA k ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE -CONTROL OF ACCESS LINE" TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. I NORTH TEXAS TOLLWAY AUTHORITY ■ STATE HIGHWAY 121 RIGET-OF-WAY PLAT PARCEL N0. 58-PT4 FSMT AREA: 0.045 AC. UNION PACIFIC RAILROAD COMPANY SIPTEMeIIR 10, 2009 scaLE: 1' - 300' EXHIBIT B-2 APPROVED LEGAL DESCRIPTIONS OF PARCELS 11—PT1, 11—PT2 and 49 [follows this page] B-2-1 DAL:0567318/47205:1851513 v 10 Parcel No.11-PT1 ROW CSJ: 0504-02-018 Date: April 16, 2009 Exhibit A, Page 1 of 3 Pages Being a 1.178 acre tract of land out of Block 22 of Edwards Heirs Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 63, Page 2 of the Plat Records of Tarrant County, Texas, and being all of the remainder of a tract of land described as Tract 3 deeded by Missouri Pacific Railroad Company to Union Pacific Railroad Company by Deed dated May 13, 1998 and recorded in Volume 13215, Page 130 of the Deed Records of Tarrant County, Texas, and being further described in Volume 875, Page 96 of said Deed Records of Tarrant County, Texas, said 1.178 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with cap stamped "GORRONDONA" set for the west corner of a tract of land deeded to West Partners as recorded in Volume 13436, Page 522 of said Deed Records of Tarrant County, Texas, said 5/8 inch iron rod with cap stamped "GORRONDONA" being in the northwest line of said Block 22, said 5/8 inch iron rod with cap stamped "GORRONDONA" also being in the southeast right-of-way line of West Vickery Boulevard (60.9 right-of-way), said 5/8 inch iron rod with cap stamped "GORRONDONA" having grid coordinates of N=6,951,559.63 and E=2,322,913.50 and being 166.87 feet right of and at right angles to centerline station 184+98.87 of the centerline of Interstate Highway 30; (1) THENCE South 36 degrees 21 minutes 34 seconds East, with the southwest line of said West Partners tract of land, a distance of 180.00 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" found for the south corner of said West Partners tract of land, said 5/8 inch iron rod with cap stamped "GORRONDONA" being a comer in the northwesterly line of a tract of land deeded to The Fort Worth Transportation Authority as recorded in Volume 15367, Page 283 of the Deed Records of Tarrant County, Texas; (2) THENCE South 58 degrees 10 minutes 57 seconds West, with the northwesterly line of said Fort Worth Transportation Authority tract of land, a distance of 307.35 feet to a 518 inch iron rod with cap stamped "GORRONDONA" found for an interior ell comer in the northwesterly line of said Fort Worth Transportation Authority tract of land, said 5/8 inch iron rod with cap stamped "GORRONDONA" being in the southwest line of said Block 22, said 5/8 inch iron rod with cap stamped "GORRONDONA" also being in the northeast right-of-way line of Fifth Avenue (closed by City Ordinance No. 6085); (3) THENCE North 36 degrees 31 minutes 18 seconds West, with the northwesterly line of said Fort Worth Transportation Authority tract of land, with the southwest line of said Block 22 and with the northeast right-of-way line of said Fifth Avenue, passing at a distance of 54.82 feet a 5/8 inch iron rod with cap stamped "GORRONDONA" found for an exterior ell comer in the northwesterly line of said Fort Worth Transportation Authority tract of land, said 5/8 inch iron rod with cap stamped "GORRONDONA" being the east corner of a tract of land deeded to Paul D. Cretien and T. E. Tomlinson as recorded in Volume 5558, Page 974 of the Deed Records of Tarrant County, Texas, in all, a distance of 154.82 feet to a point for the reconstructed north corner of said Cretien and Tomlinson tract of land, said point being the intersection of the northeast right-of-way line of said Fifth Avenue with the southeast right-of-way line of said West Vickery Boulevard, said point also being the west corner of said Block 22; GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817-496-1768 Parcel No.11-PTI ROW CSJ: 0504-02-018 Date: April 16, 2009 Exhibit A, Page 2 of 3 Pages (4) THENCE North 53 degrees 28 minutes 57 seconds East, with the northwest line of said Block 22 and with the southeast right-of-way line of said West Vickery Boulevard, a distance of 306.83 feet to the POINT OF BEGINNING, and containing 51,327 square feet or 1.178 acres of land, more or less. Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND April 25, 2005 E of Richard Kennedy' A1C Al NEDY Registered Profe rtal•r�e�'or No. 5527 {,9yO cfis�ti4�r�� GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817-496-1768 f 10—PT2 DE HART SUBDIVISION '�Nc REMAINDER VOLUME 388-99, PACE 4 L _ REMAINDER OF LOT 2 P.R.T.C.'Lt__Z'r '� T OF LOT 8 PAIL D. CRETIEAND WEST VICKERY BOULEVARD 184+I T. E. TOMUNSON 60,0' RIGHT-OF-WAY EXISTING FLUME 5558, PAGE 974 RCC� ( ) RIGHT-OF-WAY $V 12 THE FORT WORTH TRANSPORTATION AUTHORITY VOLUME 15367, PAGE 283 D.R,T.C,T. LEGEND N 53'28'57"E :.REMAINDER OF TRACT 3': •' :'; :,. {. aNG , : -UNION PACIFIC.'. ' ::RAILROAD COMPANI LUME 13215, PAGE VOLUME 875, PAGE 00 .:PASSING AT 54.82'::;:;:::::• • •FND 5/8"IR •CAP STAMPED . MI •"GORRONDONA': % .::::FOR EAST COR. OF:: : •: •: •:: •: •:.; .:. •. . •. •.. . . . M : CRI,ETIEN TRACT BLOCK 22: :::::::::::::::: o?lioz :EDiYARDS HEIRS ADDITION':.. _ :VOLUME 63. PAGE 2:;:;:•:•; ;:;:;:;::: ui S 58' 10'5Tyy ono FND 5/8"IR W/ 307"35' � o L_ CAP STAMPED L)o "GORRONDONA' 12 rRmI,�A TF _ P. 0. B.W/T'OFN 3 CAP STAMPED RI,) O "GORRONDONA' N-6,951,559. Ea2,322,913.50 • WEST PARTNERS VOLUME 12477, PAGE 92 E0 FND 5/8"IR W/ CAP STAMPED "GORRONDONA" l�J11�1��llV p�d (�llU C� HG=J�L R n° RIGHrPOFEWAY D"C OF A' PROPOSED R.O.W. LINE�� PROPERTY LINE 4 SURVEY LINE art —rt EXIST. EASEMENT LINE - — — — - CNTL OF ACCESS LINE m ui ("C OF A-)��- PARCEL. NUMBER RECONSTRUCTED CORNER ROC SURVEYED ON THE GROUND APRIL 25, 2 RICHARD KENNEDY, RPLS No. 5527 GORRONDONA 8: ASSOCIATES, INC. • 6707 A T RICHARD KENNEDY A90 5527 Y sbm G. SHIELDS SURVEY ABSTRACT NO. 1402 80 40 0 80 f SCALE IN FEET PAGE 3 OF 3 PAGES STAIR RD., SUITE 50 FORT WORTH, TX. 78112 • 817-496-1424 FAX 811 D.R.T.C.7. A e HEST PARTNERS ` E 13438, PAGE 522 1+�.� D.R.T.C.T.4oG 5� Q 11—PT2 NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83 , NORTH CENTRAL ZONE, UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT (4) RIGHT-OF-WAY MARKERS ARE 5/8' IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA & ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE "CONTROL OF ACCESS LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. I NORTH TEXAS TOLLWAY AUTHORITY I I STATfs HIGHWAY 121 I RIGHT —OF —RAY PLAT PARCEL NO. 11—PT1 I ROW TAKING: 1.178 AC. OWNER: UNION PACIFIC RAILROAD COMPANY APRIL 16. 2009 1 SCALE: 1' - 80' Parcel No.11-M ROW CSJ: 0504-02-018 Date: April 16, 2009 Exhibit A, Page 1 of 3 Pages Being a 0.023 acre tract of land out of Block 22 of Edwards Heirs Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 63, Page 2 of the Plat Records of Tarrant County, Texas, and being all of a tract of land deeded by Missouri Pacific Railroad Company to Union Pacific Railroad Company by Deed dated May 13, 1998 and recorded in Volume 13215, Page 130 of the Deed Records of Tarrant County, Texas, and being further described in Volume 4055, Page 576 of said Deed Records of Tarrant County, Texas, said 0.023 acre tract of land being more particularly described by metes and bounds as follows: . BEGINNING at a 5/8 inch iron rod with cap stamped "GORRONDONA" set for the north corner of said Union, Pacific Railroad Company tract of land, said 5/8 inch iron rod with cap stamped "GORRONDONA" being the east corner of a tract of land deeded to West Partners as recorded in Volume 12477, Page 92 of said Deed Records of Tarrant County, Texas, said 5/8 inch iron rod with cap stamped "GORRONDONA" also being in the southwest line of a tract of land deeded to Tindall Properties, Ltd. as recorded in Volume 12005, Page 868 of said Deed Records of Tarrant County, Texas, said 5/8 inch iron rod with cap stamped "GORRONDONA" also being in the northeast line of said Block 22 and in the southwest line of Block 23 of said Edwards Heirs Addition, said 5/8 inch iron rod with cap stamped "GORRONDONA" having grid coordinates of N=6,953,914.46 and E=2,323,155.13 and being 311.15 feet right of and at right angles to centerline station 186+97.87 of the centerline of Interstate Highway 30; (1) THENCE South 36 degrees 33 minutes 35 seconds East, with the northeast line of said Union Pacific Railroad Company tract of land, with the southwest line of said Tindall Properties, Ltd. tract of land, with the northeast line of said Block 22 and with the southwest line of said Block 23, a distance of 20.00 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" found for the east corner of said Union Pacific Railroad Company tract of land, said 5/8 inch iron rod being an exterior ell corner in the northwesterly line of a tract of land deeded to The Fort Worth Transportation Authority as recorded in Volume 15367, Page 283 of said Deed Records of Tarrant County, Texas; (2) THENCE South 53 degrees 26 minutes 25 seconds West, with the southeast line of said Union Pacific Railroad Company tract of land and with the northwesterly line of said Fort Worth Transportation Authority tract of land, a distance of 50.00 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" found for the south corner of said Union Pacific Railroad Company tract of land, said 5/8 inch iron rod with cap stamped "GORRONDONA" being an interior ell corner in the northwesterly line of said Fort Worth Transportation Authority tract of land; (3) THENCE North 36 degrees 33 minutes 35 seconds West, with the southwest line of said Union Pacific Railroad Company tract of land and with the northwesterly line of said Fort Worth Transportation Authority tract of land, a distance of 20.00 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" found for the west corner of said Union Pacific Railroad Company tract of land, said 5/8 inch iron rod with cap stamped "GORRONDONA" being an exterior ell corner in the northwesterly line of said Fort Worth Transportation Authority tract of land, said 5/8 inch iron rod also being in the southeast line of said West Partners tract of land; GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH_ TEXAS 76112 817-496-1424 FAX 817-496-1768 Parcel No.11-PT2 ROW CSJ: 0504-02-018 Date: April 16, 2009 Exhibit A, Page 2 of 3 Pages (4) THENCE North 53 degrees 26 minutes 25 seconds East, with the northwest line of said Union Pacific Railroad Company tract of land and with the southeast line of said West Partners tract of land, a distance of 50.00 feet to the POINT OF BEGINNING, and containing 1,000 square feet or 0.023 acres of land, more or less. Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE G C TiApril 25, 2005 Richard Kennedy p. Registered Profe" onl.11ir No. 5527 l9�nr5ss� �ap� • GORRONDONA & ASSOCIATES. INC. 6707 BRENrWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817-496-1768 WEST VICKERY BOULEVARD (A 60.0' RIGHT—OF—WAY) I @ I t WEST PARTNERS VOLUME 12477, PAGE 92 WEST NERS D.P.T.C.T. VOLUME 13436. PAGE 522 L D.R.T.C.T. BLOCK 22 EDWARDS HEIRS ADDITION VOLUME 63. PAGE 2 P.R.T.C.T. X 1 1-PT2 x UNION PACIFIC RAILROAD COMPANY VOLUME 13215, PAGE 130 X VOLUME 4055. PAGE 576 I D.R.T.C.T. FND 5/8'IR W/ CAP STAMPED 12 'GORRONDONA' THE FORT WORTH TRANSPORTATION AUTHORITY VOLUME 15367, PAGE 283 D.R.T.C.T_ PROPOSED RIGHT OF 40 20 0 40 SCALE IN FEET LEGEND PROPOSED LR..OE.W. LINE PROPERTYSURVEY LINE ---i EXIST. EASEMENT LINE Q� CNTL OF ACCESS LINE PARCEL NUMBER RECONSTRUCTED CORNER RCc t k/.�....... ICHARD KENNEDY SURVEYED ON THE GROUND APRIL 25, 2 • CCn�• • - , 0 /N R — EXISTING "'� RIGHT—OF—WAY � wmr, Q/y R/ �\I�rA Y30 LINE TABLE LINE BEARING DISTANCE L-1 S 3633'35"E 20.00 L-2 S 53'26'25"W 50.00 L-3 N 3633'35"W 20.00 L-4 N 53'26'25'E 50.00 REMAINDER OF LOT A BLOCK 23 AND 24 EDWARDS HEIRS ADDITION VOLUME 388-X, PAGE 112 P.R.T.C.T. P.O.B. OO / SET '9"' W/ TINDALL PROPERTIES, LTD. CAP AMPED VOLUME 12005, PAGE 868 GORRONDONA' D.R.T.C.T. 14=6,953,914.46 i E-2,323.155.13 311.15' RT. STA. 186+97.87 FNO 5/8'IR W/ CAP S$7TAMPED 'GORRONDONA' NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) HEARINGS ARE REv RENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE. UTILUM A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) RIGHT—OF—WAY MARICERS ARE 5/8' IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA do ASSOC INC FORT WORTH TEXAS'. UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE 'CONTROL OF ACCESS LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. 1 NORTH TEXAS TOLLWAY AUTHORITY 1 STATE HIGHWAY 121 I RIGHT —OF —MAY PLAT \ \ PARCEL N0. 11—PT2 Row TAKIN(E o.023 Ac. U' OWNER: UNION PACIFIC RAILROAD COMPANY RICHARD KENNEDY, RPLS y, No. 5527 `'�5AGE 3 OF 3 PAGES APTiII t6, 2009 SCALE 1' 3 40' GORRONDONA & ASSOCIATES, INC. • 6707 BRFNTWOOD STAIR ROAD, SURE 50 FORT WORTH, TX. PH. 817/496-1424 FAX 817/496-1768 Parcel No. 49 ROW CSJ: 0504-02-018 Date: April 16, 2009 Exhibit A, Page 1 of 3 Pages Being a 0.043 acre tract of land situated in the T. White Survey, Abstract No. 1636, City of Fort Worth, Tarrant County, Texas, and being a portion of a tract of land deeded by Alfred Spalding and Rebecca Spalding to Texas and Pacific Railway Company by Deed dated February 3, 1879 and recorded in Volume K, Page 582 of the Deed Records of Tarrant County, Texas, said 0.043 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with cap (unmarked) found for the south corner of Lot 1, Block A of the Charlie Hillard Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Cabinet B, Slide 1154 of the Plat Records of Tarrant County, Texas, said 5/8 inch iron rod with cap being in the northwest right-of-way line of the Union Pacific Railroad and in the northeast right-of-way line of Rodgers Road (a variable width right-of-way), said 5/8 inch iron rod with cap having grid coordinates of N=6,950,989.81 and E=2,318,543.86, from which a 5/8 inch iron rod with cap (unmarked) found for the west corner of said Lot 1 bears North 32 degrees 20 minutes 37 seconds West, a distance of 236.54 feet, said 5/8 inch iron rod with cap being in the southeast right-of-way line of West Vickery Boulevard; (1) THENCE North 58 degrees 04 minutes 55 seconds East, with the northwest right-of-way line of said Union Pacific Railroad and with the southeast line of said Lot 1, a distance of 198.11 feet to a 5/8 inch iron rod with cap (unmarked) found for the east corner of said Lot 1, said 5/8 inch iron rod with cap being in the west right-of-way line of University Drive (a variable width right-of- way), from which a 5/8 inch iron rod with cap (unmarked) found for the most easterly north corner of said Lot 1 bears North 03 degrees 50 minutes 17 seconds West, a distance of 128.11 feet; (2) THENCE South 03 degrees 50 minutes 17 seconds East, with the west right-of-way line of said University Drive, a distance of 10.36 feet to a R.O.W. Marker set for corner in the proposed southeast right-of-way line of State Highway 121, said R.O.W. Marker being 127.90 feet left of and at right angles to centerline station 390+74.09 of the proposed centerline of State Highway 121; (3) THENCE South 58 degrees 10 nunutes 54 seconds West, with the proposed southeast right-of- way line of said State Highway 121, a distance of 15.26 feet to a R.O.W. Marker set for corner; (4) THENCE South 30 degrees 48 minutes 47 seconds East, with the proposed southeast right-of- way line of said State Highway 121, a distance of 2.42 feet to a R.O.W. Marker set for corner; (5) THENCE South 73 degrees 36 minutes 30 seconds West, with the proposed southeast right-of- way line of said State Highway 121, a distance of 6.15 feet to a R.O.W. Marker set for corner; (6) THENCE South 58 degrees 37 minutes 43 seconds West, with the proposed southeast right-of- way line of said State Highway 121, a distance of 115.47 feet to a R.O.W. Marker set for corner; GORRONDONA & ASSOCIATES. INC. 6707 BRENfWOOD STAIR RD, SUITE 50 FORT WORTH. TEXAS 76112 817-496-1424 FAX 817-496-1768 Parcel No. 49 ROW CSJ: 0504-02-018 Date: April 16, 2009 Exhibit A, Page 2 of 3 Pages (7) THENCE South 54 degrees 48 minutes 49 seconds West, with the proposed southeast right-of- way line of said State Highway 121, a distance of 56.46 feet to a R.O.W. Marker set for comer in the northeast right-of-way line of said Rodgers Road and said R.O.W. Marker being 131.09 feet left of and at right angles to centerline station 392+67.23 of the proposed centerline of State Highway 121; (8) THENCE North 32 degrees 20 minutes 37 seconds West, with the northeast right-of-way line of said Rodgers Road, a distance of 12.00 feet to the POINT OF BEGINNING, and containing 1,890 square feet or 0.043 acres of land, more or less. Notes: (1) A plat of even survey date herewith accompanies this legal description.. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND APRIL 25, 2005 Richard Kenned RI IIA �tdNEOY Registered Prof n k•a arve+yoK No. 5527 �9 9p�`Fss�o�Pp GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR RD. SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817496-1768 g WEST VICKERY BOULEVARD �.. fN0 5/B1R • LINE TABLE LINE BEARD DISTANCE L-1 S 03.5017 L-2 S 58.10 54•W L-3 S 30.4W47E L-4 S 73.38'30'W 5' L-5 S W37*43V 115.49' L-6 S 54'W> i 55.51 177 N 32 .00' 1� rt CURVE DATA i RADIUS-5729.58' n DELTA=16•IO'53' ARC-1618.13* a EXLSTWG i - Y! s 392+oo 50-PT1 J LOT 1, BLOCK A p Q I CHARLIE HILLARD ADDITION I 0 CABIN ..TSLIDE 1154 R o oCr I P -� T. WHITE SURVEY x U) RIGHT-OF-WAY * W N� ABSTRACT NO. 1636 j x O C7 FTC 5/8iR W fCAP • N=8,950,989 1 !—J- FNO 5/8-IR .8 z E-2,318,543.86 W/CAP x : c P. O.B. SEE PROPOSED + RIGHT-OF-WAY i i DETAIL A' r` N 58'04055-E 198.11' C OF A' • ;j '(\ 392+87MARKER PROpO • RK;tTT-OF-WAY 49 �,.. EXISTING 'C OF A' RIGHT -Of -WAY EX15TiNG RIGHT-OF-WAY - UNDO l� pQc�ar�o� oQp DETAIL 'A' N.T.S. FNO 5/BIR �1 W/cAP EXISTING Q �r HT -OF -WAY a •/ r7 90' - / 10+74.09 / /. --1— — �- -- NOTES: - (1) A LFry DESCRIPTION OF EVEN SURVEY DATE UNION PACIFIC RAILROAD COMPANY HEREWITH ACCOMPANIES THIS PLAT. VOLUME K, PAGE 582 (2) BEARINGS ARE RM3"CED TO THE PROJECT O.R.T.C.T. CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE (3) THE COORDINATES SHOWN ARE GRID COORDINATES. BASED ON THE TEXAS COORDINATE SYSTEM, HAD-83, NORTH CEMWV. ZONE, UTILIZING A 60 30 0 60 �/f TXDOT SURFACE FACTOR of 1.00012 FOR THIS T. (4) RIGHT-OF-WAY MARKERS ARE 5/8" IRON RODS WITH BLUE CAPS STAMPED "CORRONDONA & SCALE IN FEET ASSOC INC FORT WORTH TEXAS". UNLESS LEGEND / NOTED OTHERWISE. PROPOSED R.O.W. LINE(5) ACCESS IS PROHIBITED ACROSS THE CONTROL OF PROPERTY LINE ¢�� ACCESS UION NE' TO THE TRANSPORTATION FACILITY Ft LINE -,- -�- ? OF % FROM THE ADJACENT PROPERTY. EXIST. EASEMENT UNE — - -' 'i ���- •s c CNTL OF ACCESS LINE.__._ -C OF A' t - NORTH TEXAS TOLLWAY AUTHORITY PARCEL NUMBER O :q RiGFiARD KENtVEt?Y RECONSTRUCTED CORNER RCC STATE HIGHWAY 121 SURVEYED ON THE GROUND APRIL 25, 2' ��+ SS27 Pam. RIGHT-OF-WAY PLAT jj ARV PARCEL NO. 49 ROW TAKING: 0.043 AG. OWNER UNION PACIFIC RAILROAD COMPANY RICHARD KENNEDY, RPLS No. 5527 PAGE 3 OF 3 PAGES APRIL. 16. 2009 SCALE: 1' - 60, GORRONDONA AT: ASSOCIATES, INC. - 6707 B STAR ROAD, SURE 50 FORT WORTH. TX. - PH. 817/496-1424 FAX 817/496-1768 EXHIBIT B-3 *".►e APPROVED LEGAL DESCRIPTIONS OF PARCELS 09-10 PTI, 09-10 PT2, 09-10 PT3, 09-10 PT4, 09-10 PT5, 09-10 PT6 AND 09-10 PT8 [follows this page] B-3-1 DAL:0567318/47205:1851513v10 Tract 09-10 Pt1 ROW CSJ: 0504-02-018 Date: June 3, 2009 Exhibit A, Page 1 of 5 Pages Being a 1.956 acre tract of land situated in the G. Shields Survey, Abstract No. 1402, City of Fort Worth, Tarrant County, Texas, and being a portion of a 4.371 acre tract of land (by deed) deeded to The Fort Worth Transportation Authority as recorded in Volume 15367, Page 283 of the Deed Records of Tarrant County, Texas, and a portion of a tract of land deeded to The Union Pacific Railroad Company as recorded in Volume 13215, Page 130 of said Deed Records of Tarrant County, Texas, and being further described in Volume 875, Page 96 of said Deed Records of Tarrant County, Texas, and a portion of a tract of land deeded to Tindall Properties, LTD, as recorded in Volume 12005, Page 868 of said Deed Records of Tarrant County, Texas, said 1.956 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a R.O.W Marker found for the most southerly corner of said Fort Worth Transportation Authority tract of land, said R.O.W Marker being in the existing southeast right-of-way line of State Highway 121 and in the northeast right-of-way line of the Union Pacific Railroad, said R.O.W Marker also being in the east right-of-way line of the Fort Worth & Western Railroad, said R.O.W Marker -having grid coordinates of N=61953,090.21 and E=2,321,972.61; (1) THENCE North 23 degrees 35 minutes 21 seconds West, with the west line of said Fort Worth Transportation Authority tract of land and with the east right-of-way line of said Fort Worth & Western Railroad, a distance of 37.36 feet to a R.O.W Marker set for corner in the proposed southeast right-of-way line of said State Highway 121, said R.O.W Marker being the beginning of Control of Access Line, said R.O.W Marker being 497.67 feet right of and at right angles to centerline station 172+58.36 of the centerline of Interstate Highway 30, from which a 5/8 inch iron rod with cap stamped "GORRONDONA" found for the most westerly corner of said Fort Worth Transportation Authority tract of land bears North 23 degrees 35 minutes 21 seconds West, a distance of 104.87 feet; (2) THENCE North 58 degrees 10 minutes 54 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 607.67 feet to a R.O.W. Marker set for corner; (3) THENCE North 53 degrees 55 minutes 40 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 268.40 feet to a R.O.W. Marker set for corner; (4) THENCE North 31 degrees 41 minutes 27 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 112.48 feet to a R.O.W. Marker set for corner; (5) THENCE North 66 degrees 20 minutes 49 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 360.06 feet to a R.O.W. Marker set for the beginning of a curve to the left having a radius of 2876.20 feet, a central angle of 06 degrees 43 minutes 55 seconds and whose radius bears a radial bearing of North 23 degrees 39 minutes 11 seconds West; GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH. TEXAS 76112 817A96-1424 FAX 817496-1768 Tract 09-10 Ptl ROW CSJ: 0504-02-018 Date: June 3, 2009 Exhibit A, Page 2 of 5 Pages (6) THENCE with said curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, passing at an arc length of 254.46 feet, a point for the end of said Control of Access Line, and passing at an arc length of 313.79 feet, a point for the beginning of said Control of Access Line, in all, an arc length of 337.93 feet to aR.O.W. Marker set for corner; (7) THENCE South 31 degrees 49 minutes 15 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 27.76 feet to a R.O.W. Marker set for comer in the southeasterly line of said Tindall Properties, LTD. tract of land, said R.O.W. Marker being in the northwest right-of-way line of said Union Pacific Railroad, said R.O.W. Marker also being the end of said Control of Access Line, said R.O.W. Marker also being in the existing southeast right-of-way line of said State Highway 121, said. R.O.W Marker being 361.55 feet right of and at right angles to centerline station 190+60.26 of the centerline of Interstate Highway 30; (8) THENCE South 58 degrees 10 minutes 45 seconds West, with the existing southeast right-of-way line of said State Highway 121, with the southeasterly line of said Tindall Properties, LTD. tract of land and with the northwest right-of-way line of said Union Pacific Railroad, a distance of 216.72 feet to a 1/2 inch iron rod with cap stamped "Moak Surveying, Inc." found for the most southerly southwest corner of said Tindall Properties, LTD. tract of land; (9) THENCE North 31 degrees 49 minutes 15 seconds West, with the existing southeast right-of-way. line of said State Highway 121, with a southwest line of said Tindall Properties, LTD. tract of land and with the northwest right-of-way line of said Union Pacific Railroad, a distance of 17.47 feet to a R.O.W. Marker found for the most northerly southwest corner of said Tindall Properties, LTD. tract of land, said R.O.W. Marker being the beginning of a non -tangent curve to the left having a radius of 2010.80 feet, a central angle of 00 degrees 22 minutes 21 seconds and whose radius bears a radial bearing of South 40 degrees 08 minutes 09 seconds East; (10) THENCE with said curve to the left, with the existing southeast right-of-way line of said State Highway 121, with a northwest right -of --way line of said Union Pacific Railroad and with a southeast line of said Tindall Properties, LTD. tract of land, an arc length of 13.07 feet to a R.O.W. Marker found for the most westerly southwest corner of said Tindall Properties, LTD. tract of land, said R.O.W. Marker being in the northeast line of said Fort Worth Transportation Authority tract of land; (11) THENCE South 36 degrees 33 minutes 35 seconds East, with the existing southeast right-of-way line of said State Highway 121, with the northeast line of said Fort Worth Transportation Authority tract of land and with a northwest right-of-way line of said Union Pacific Railroad, a distance of 15.50 feet to a R.O.W. Marker found for the east corner of said Fort Worth Transportation Authority tract of land; GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH. TEXAS 76112 817A96-1424 FAX 817496-1768 Tract 09-10 Pt1 ROW CSJ: 0504-02-018 Date: June 3, 2009 Exhibit A, Page 3 of 5 Pages (12) THENCE South 58 degrees 10 minutes 57 seconds West, with the existing southeast right-of-way line of said State Highway 121, with the southeast line of said Fort Worth Transportation Authority tract of land and with the northwest right-of-way line of said Union Pacific Railroad, a distance of 1445.94 feet to the POINT OF BEGINNING, and containing 85,201 square feet or 1.956 acres of land, more or less. Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for Southwest Parkway. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDot Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND AUGUST 15, 2002 Richard Kennedy RICHARD tPNNEDY Registered Professional Land Su 1x 5527 No. 5527 ��j,O�Fess�-Lo suR� GORRONW14A & ASSOCIATES, INC 6797 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-I96-1424 FAX 817-496-1768 a �0 0 0 d v O 19 SET R.O.W. a MARKER 497,67' RT. STA. 172+58.36 O M 1 z C .1' LOT 40 LOT 12 LOT 40-A LOT 30-R . LOT 1 BLOCK ZB F�9 13 EDWARDS HEIRS ADDITION VOLUME 63, PAGE 2 P.R.T.C.T. WEST VICKERY 80ULEVAFID RIGHT--WAY)-WAY (A eo.o' 2� Q OAP STAMPED. ft 'GORRONOONA 0� 4.371 ACRES BLOC THE FORT WORTH Lj 20 DDITI TRANSPORTATION AUTHORITY Z LOCK too 2 VOLUME 15367 R T 6,T AGE 283 � F B QQD5a-�Ei��' SET R.O.W. N Q11- PROPOSED Z RIGHT OF WAY N 5355 ' N 58' 10'54E ED 607.67' 'C OF A' 268.40U Q C S 56'10'578lW 1445.94' P.0.B. UN50 1 pQWRIC RML ROO QD FND R.O.W. MARKER Nmm6,953,Ofl0,21 E-2,321,972.61 LEGEND PROPOSED R.O.W. LINE�� PROPERTY LINE �!- SURVEY LINE—�—iC-- EXIST. EASEMENT LINE - - - - - CNTI-OF ACCESS LINE _ ('C OF A7 RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND APRIL 25, 2005 RICHARD KENNEDY, RPLS No, 5527 ORRONDONA & ASSOCIATES. INC. • 5707 BRENI G. SHIELDS SURVEY ABSTRACT NO. 1402 OF T O RCHARD KENNEDY r527 PV 100 50 0 10 9 O•�fSS SUR`I SCALE IN FEET PAGE 4 OF 5 PAGES RD.. SUITE 50 FORT WORTH, TX. 75112 • 817-496-1424 FAX 817-496-17 - EXISTING RIGHT-OF-WAY HWY 121 0 NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. ES (3) THE COORDINATES SHOWN ARE GRID COORDINAT, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE. UTILIZING A TXDOT SURFACE FACTOR OF 1,00012 FOR THIS PROJECT. (4) RIGHT-OF-WAY MARKERS ARE 5/8' IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA & ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE. (5) ACCESS IS PROH187M ACROSS THE 'CONTROL OF ACCESS LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY, NORTH TEXAS TOLLWAY AUTHORITY STATE HIGHWAY 121 RIGHT-OF-WAY PLAT TRACT 09-10 PT1 AREA: 1.956 AC. OWNER: FORT WORTH TRANSPORTATION AUTHORITY 88 JUNE 3, 2009 1 SCALE: 1' - 100' LOT 2 GAMR, LTD. VOLUME 13718, PAGE w D.R.T.C.T_ w Q Z BLOCK SET R.O.W. —-�1'4'• =MARKER 1 Z Zs U N z '55'4 \ �� 8-40 fi2AWSP0i7TATION i4UTHOR17Y;i'•: ,VOLUME; 15367 RT �•T AGE 283'' S 58' 10'57'W LOT 3 T- ERRY_BOULEVARD WEST VI Bo JL D. CRETIEN AND T. E. uPAGEN974 OLDS E ME EDEIg1��� D.R.T.C.T, p DDp 1 G� RAILUNION ROAD COMPANY VOLUME 13215, PAGE 130 VOLUME 875, PAGE 96 D.R.T.C.T. ET R.O.W. MARKER PROPOSED RI GHT-OF-WAY 'C OF A' G. SHIELDS SURVEY ABSTRACT NO. 1402 CURVE TABLE CURVE I RADIUS I DELTA I ARC C-1 ' C-2 1445.94' - EXISTING RIGHT-OF-WAY SH 121 THE STATE OF TEXAS VOLUME 16713, PAGE 19 D.R.T.C.T. SET R.O.W. S 42 MON PACMC RMLRDAD LEGEND PROPOSED R.O.W. LINE�� PROPERTY LINE--�--�— SURVEY LINE E—Ilk — EXIST, EASEMENT LINE OF CNTL OF ACCESS LINE AF 'GsTFR'•.�-f ('C OF A) '� (7 Q�' RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND APRIL 25, 2005 RICHARD KENNEDY cl 5527 S U?l RICHARD KENNEDY, RPLS No. 5527 :ORRONDONA do ASSOCIATES. INC. - $707 BRENTWOOD STAIR RD., SUITE 50 FORT LINE TABLE LINE BEARING DISTANCE L-1 S 31'49' 15"E 27.76 L-2 N 31'49 15 17,47 1-3 S 36'33'35 E 15.50 LUME 13215,PAGE 130 TINDALL PROPERTIES, LTD, )LUME 4055, PAGE 578 VOLUME 12005, PAGE 888 D.R.T.0.T, D.R.T.C.T. 7 SET R.O,W. BEGIN END CONTROL CONTROL OF ACCESS OF ACCESS 24.14' FIND R.O.W, C-1 33' 1a1,e4 FND 1 'IR W CAP _ "MOAK SURVEYING, SET R.O.W. MARKER 361.55' RT. STA. 190+60.26 NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE, UTIUZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT, (4) RIGHT-OF-WAY MARKERS ARE 5/8' IRON RODS WITH SLUE CAPS STAMPED 'GORRONDONA do ASSOC INC FORT WORTH TEXAS'. UNLESS NOTED OTHERWISE. (3) ACCESS IS PRCHIBTTED ACROSS THE 'CONTROL OF ACCESS LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. NORTH TEXAS TOLLWAY AUTHORITY 0 STATE HIGHWAY 121 RIGET—OF— WAY PLAT TRACT 09-10 PT1 I AREA: 1.956 AC. PAGE 5 OF 5 PAGES OWNER: FORT WORTH TRANSPORTATION AUTHORITY TX. 75112 • 817-498-1424 FAX 817-498-1768 JUNE 3, 2009 1 SCALE. 1' - 100' 100 50 0 10 SCALE IN FEET Tract 49-40", 4 DAD*- 0 =2t109 {:.. Ethibiit A�JfFage 1,441 Being a 0.446 acre had of land situatedin the E.S: Ham Survey Absbact No. f 88, G—: `. Shields Survey, Abstract No. 1402, City of Fort "Worth; Tarrant County, Ttza and being a of Lots 1, 2 and 3 of V. K. Hobbs Subdivision, an addition to the City: Fort Worth, '1't County, Texas as recorded in. Voltuno, 388-S3' Page 72 ofthe Pfau Regis of %na* County, Texas,: said Lot 1 being deeded by Susan Sandelwarg ,as Ttvstee �"he Mascot to Sanfflrd 5andt an as Trustee of tfxc Musue Trust by Deed dated Novexribe., iz and readeci: inrtVoi 1tld.i, Page 2096 of the deed ftecotds of `ar =t ou ty, Taxw.'said Lot 2 beins dooded by::l,,errMl. Plughey e,` Cynthia Lee:lughey su 411 P, Elder, Iit, Trusteety D dated hilt' 2, 197 "� re rcled i ' oirune 5947, R obbs.' �+eed l ordd i of Tarrant C ounty, "I ;�a porti�rtf � E 3. l e d by an o Rays Food , I -,by Deed d lViarc, W 7 3 aad ordedan Volume'fa'193, P' 875 6 -said Deed,ltec of a l ' �• T : f portion of Lot 3 being deeded by�..l, Hider,'T` stee to. P3urna.Partnera, LLC'.by DOW datod s11,aYJ3, 2003�atid'reeorded in Cletic's 1e Tirri I 203171(? 7 of aid Di+ = rds of Tarn t ty Texas, said 0.446 acre tract of land being',mom partioarly described Ivy metes anti, bounids as ` follows: $EGPOWN G at a 5/8 inch iron' raid found' forthesouth ;corner of said Trot l; said -SIS4 d& will being in the existag southeast right-of-way line ofState Oighway121 and --in the northeast right -of: way line of Forest Park Boulevard (variable width right-dfrway), said 519inch4ron rod also-beil gIfn . the northwest°dght of way line of the Union Pacific Railroad, said 5/8 inch iron rod having`grid P: w coordinates of N,952,C91.59 and E=2,321,339.54; (1) THENCE North 29 degrees 03: minutes 10 seconds West, with:the southwest line of said Lot;. '.. 1 and with the northeast right -of way line of said Forest Park Boulevard a distance.of 25, feet to a. R.O.W. Marker set' for co er in the proposed southeast right=of way -line: of said . State Highway 121, said R.O.W. Marker being the beginning of a Control of Access Line, said RAW. Marker being 121.00 feet right of and at angles to centerlinre4tatton 357+94.81 of the propo5ed .centerline of State sway 121, r aap,r�Yr fife > r reconstructed west' comerbf said Lot i i beam'Nod 29 031 AlmtesIGOeeonds= �» a distance of 50.0.3 fee said.. t-b in ' t, Coln . ge In#iC�ti of�ilt�t Aydif, said Fort Pa*fBottievar4-vidth4he sou least right -of way li o Wit Vic (variable width right -of *&y); i - 2- „ WHENCE North 58 d 0 mi �� seconds {) egrees: East,-t�ith�;e _ proposed southeast 0:k-.. of -way line of said State Highway 121 and with .said Cow. of A oss--��, a dirt e�:ot . 13.10 feet to a R.O.W. Marker set for cOme (3) THENCE- South 31 degrees 49 minutes l l seconds Fast,, with tlte,proppsad southewf t ' -- '. of -way line of said State ffighway' 121 and with isaid Cofitrol Of AoceosUne, adistancs; of 1.50 feet to aIL-O.W. Marker set for corner; i, I GORRONDONA & ASSOCIA7FS. INC. 67a7 L SUM* ;FOBT:1pQRT}i, IL AS 16112 8:17A96a1424 FAX 817-196-1768 A. Date: Junes 2009 Exhibit-.Ayfka-gle 2 of 4---Ph 'ages THENCE North 28 degrees 10 inintites 54-seconds East, with the proposed south right - of -way line of said State Highway li I and with 1said Control of Access Line, a didau'pr' f 83.07 feet to a R.O.W. Marker set for.'comer; THENCE North 58 degrees Miningtes 54 seconds East, with, ft Vtoposed south eh$t-lj;gt�' of -way line of said State Highway 121 and with said -Control of A0040, line;,a aeOf 372.53 feet to a R.O.W. Marker set fqr comer; THENCE North 84 degrees 58 minates 08 seconds. East with the ,,proposed,soutlie,,.A.O:righ of -way line of said State Highway 1;1 and with?said Control of .Access fine, a distance -,.O.f 46.01 feet to a R.O.W. Marker set for comer in the southeast lines of said Lot 1 said R.O.W.. Marker being in the northwest right-of-way line 'of the Union PacificRailToad, said :.&O.W. Marker also being the end of said Control of Access line, said RAW,,.-:�MarkeraUo being; in the existing southeast right-of-way of said State; Highway 121, said -RO.W. Mark er-1bein& 498.68 feet right of and at right angles to centerline station 1694,63.78-of the centerline of interstate Highway 30, f1torn which aROV. Marker foundlor, the -.-east, comer of said Lot 3 bears North 53 degrees 42 minutes 06; seconds Ea4t a distance of'15611 feet; (7) THENCE South 53 degrees 42 minutes 06 seconds West, with the soi0=s1jjne of said Lot 3, with a northwest right-of-way line of said Union Pacific Railroad ,'and with the existing southeast right-of-way line of said State Highway 121, a distance -of 201.89 feet to a R.O.W. Marker found for comer in the southeast line of said Lot 2; (8) THENCE South 36 degrees 17 minutes' 54 seconds East, with the southeast line of said Lot 2, with a northwest right-of-way line of said Union Pacific Railroad..and with the existing southeast right-of-way line of said State Highway 121, a distance of 6.00 feet to a R.O.W. Marker found for comer; (9) THENCE South 53 degrees 42 minutes 06 seconds West" with �s, ,t1xeast,4ine ofjaid Lot 4.091 9 2, with a northwest right-off-w4y lind' of said U&on Pftcffi 0-with thol jW southeast right-of-way line of said State Highwayi, 121, a diftariceof 300.00 feet th&POINT. OF BEGINNING, and containing 19j'443 square feet or 0.446 acres of land, more or Itss. GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR SUITE 50 WORTIi, TEXAS 76112 817496-1424 FAX 817-4 .%4764' HEREBY CERTIFY TO THE -NORTH -TO _Mg .PREPARED BY ME WAS ACTUALLY MA UPON INFORMATION, COURSES, AND DISTANCB,S, SROWN TITLE LINES AND LINES OF ACTUAL POSSESSION ARE T1 SURVEYED ON THE GROUND Aprtl:,21. 52 P05 RogistoW Professional Lands No. 5527 su G0R&0W)0NA&A-SS0CU'MS, INC _ APB 50 FORT WORTK TEXAS '76111 FAX 817-496.t"$.. 1 PROPOSED CENTERUNE SH 121 0 0 w N v \ N � WEST VICKERY BOULEV ARw T C.T , •.fin. -'�� FNb ROW4AW.' Q }.a...r... SEE-' d N S5.. 53'42 0 �. 2 DETAIL 'A' RICi��-0 N WAY SH 121 a FND 0 ND 5 8 P.O.B. Mf��O l PAC OC RALROAD . O 69 N.6,955'2,691.59 LLE=2 321 k339 54 _.., ._... . _.. .. SET, ROW MARKER E. S. HARRIS SURVEY N Sa'10'46 ABSTRACT NO. 688 4ENb PROPOSED ROW LINE_ E SURVEI' L1WE ;` EXIST." FASEMENT UNK F t PARCEL NUMBER REC0S'fRU0= CORNER ACC ' SURVEYED ON THE GROUND AUC1151' 15. 204 D' m R,rGpHA,�U/y,�Ki=y3NMk7/3�Y..,�.f1�LS10.55Z"l�.�....{ GaRROWDONA vV AT43r lSZOX B {�I:Rtq�/'$0.�':1l�Mi/1:'J.V� G. SHIELDS SURVEY ABSTRACT NO. 1402 ,� v g $oaas su8�tr7�rox cpU \ 710a 17 vOEUME 3ERd' /l<7C 72 �^ �zo3 P.rt.T,c��. O.R.T.C.T. MARKER H 8�; SET ROW _ 3 MARKER Rv 5 42'06-W 20189' RIGHI*�OF-MIRY SH 121 NO -S 31rl Y5 RIOH�f--� WAY 127 NOTES: ('1) =XMPO OF 'EVEN SURVEY DATE HERE" 7ftMBEARINf%S ARE itEfER:T{f 'IHIPttOJECF 'L #�R �)t 51/fi H GFNVAY 121 9E�RI[iGS M+� U151'ANOES' S O* ARE (3) THE COORDINATES SHOWN ARE GRID COORDINATES, 9AM ON THE TEMS COORDPAT£ SYSTE'fr1, tUD-e3, NORTH CENR�AL ;TONE, .ULpI'i1NG'%A T%0Gi',SiJRFACE FACTOR OF 1. A2 FOR THIS' 404EA a vj""'pl'•* m**s Or 1RCMt Rom swE' S 314�9 11 c has Oct, a Assoc 4NC} MioFf CiNU= kOTH PR04i.. A� ?HE ' NIAO1. QF A SS p bi`'rA1L 'a' NOM TS(AS TOLLWA AWHORM S y� flrTi�ST P� af.:T� 6V � :0. 6Q dAL[C', ` ^�!'!!( I'�i Mg. ' < OMf1VERs. r PAGE 4 OF 4• PAGES .:.. , .. FORT :VOW4.: "' 0% E17/49-1'424. r? r4118-1TOS.. _ �tUN4: 1 a _ • ::�.� la....i1%iil� �s x�.i. . ,^',.�.';.. .. J�t� .. s",'lrS�... r'761•.. rti.", : ?��.:•.'...w 7 � '. . , .. -. Tract 09-10 Pl3 ROW CSJ: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 1 of 6 Pages Being a 1.798 acre tract of land situated in the E. S. Harris Survey, Abstract No. 688, City of Fort Worth, Tarrant County, Texas, said 1.798 acre tract of land being a portion of Lots 1-8, Block 1 of Restaurant Row Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Cabinet A, Slide 6834 of the Plat Records of Tarrant County, Texas, said Lot 1 being deeded by Union Pacific Railroad Company to SPH 1997, Ltd. by Special Warranty Deed dated August 26, 1997 and recorded in Volume 12883, Page 574 of the Deed Records of Tarrant County, Texas, said Lot 2 being deeded by SPH 1997, Ltd. to Houghton Capital Corporation by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169854 of said Deed Records of Tarrant County, Texas, said Lot 3 being deeded by SPH 1997, Ltd. to ECV Partners, Ltd. by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169855 of said Deed Records of Tarrant County, said Lot 4 being deeded by SPH 1997, Ltd. to CFF Partners, Ltd. by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169856 of said Deed Records of Tarrant County, said Lot 5 being deeded by SPH 1997, Ltd. to Houghton Capital Corporation by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169857 of said Deed Records of Tarrant County, Texas, said Lot 6 being deeded by SPH 1997, Ltd. to Commerce First Financial, Inc. by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169858 of said Deed Records of Tarrant County, Texas, said Lot 7 being deeded by SPH 1997, Ltd. to Houghton PK Management, LLC by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169860 of said Deed Records of Tarrant County, Texas, said Lot 8 being deeded by SPH 1997, Ltd. to CFF Corporation by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169859 of said Deed Records of Tarrant County, Texas, said 1.798 acre tract of land also being a portion of a 1.938 acre tract of land deeded by Thos. W. Lake to the Texas and Pacific Railway Company by Deed dated January 23, 1879 and recorded in Volume K, Page 581 AND Volume 936, Page 563 of said Deed Records of Tarrant County, Texas, said 1.938 acre tract of land also being a portion of Lots 2 through 6, Block 10 of Sangamo Park, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 565, Page 352 of said Deed Records of Tarrant County, Texas, said portion of Lots 2 through 6 being deeded by Eda 0. Dumble and husband, R. Norman Dumble to the Texas and Pacific Railway Company by deed dated September 22, 1926 and recorded in Volume 936, Page 563 of said Deed Records of Tarrant County, Texas, and also being a portion of the existing right-of-way of Metropolitan Highway 50 (a variable width right-of-way), said 1.798 acre tract of land being more particularly described by metes and bounds as follows: GORRONDONA & ASSOCIATES, INC. 6701 URENMOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 917496-1424 FAX 817-496-1768 Tract 09-10 Pt3 ROW CS7: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 2 of 6 Pages BEGINNING at an "X" cut in concrete found for the east comer of said Lot 8 and the east comer of said Restaurant Row Addition, said "X" cut in concrete being the intersection of the southwesterly right-of-way line of Forest Park Boulevard (a variable width right-of-way) with the existing southeast right-of-way line of State Highway 121, said "X" cut in concrete also being in the northwest right-of-way line of the Union Pacific Railroad, said "X" cut in concrete having grid coordinates of N=6,952,629.41 and E=2,321,253.20; (1) THENCE South 58 degrees 05 minutes 54 seconds West, with the southeast line of said Restaurant Row Addition, with the northwest right-of-way of said Union Pacific Railroad and with the existing southeast right-of-way of said State Highway 121, a distance of 1066.96 feet to a R.O.W. Marker found for the intersection of the existing southeast right-of- way line of said State Highway 121 with the northeast right-of-way line of Metropolitan Highway 50 (a variable width right-of-way); (2) THENCE North 83 degrees 39 minutes 33 seconds West, with the northeast right-of-way line of said Metropolitan Highway 50, a distance of 2.30 feet to a point for corner; (3) THENCE South 57 degrees 06 minutes 22 seconds West, a distance of 425.91 feet to a point for corner in the southwest right-of-way line of said Metropolitan Highway 50, from which an "X" cut in concrete found for reference in the northerly right-of-way line of West Rosedale Street bears South 73 degrees 08 minutes 56 seconds East, a distance of 83.96 feet; (4) THENCE North 73 degrees 23 minutes 05 seconds West, with the southwest right-of-way line of said Metropolitan Highway 50, a distance of 47.07 feet to a R.O.W. Marker found for corner at the intersection of the existing southeast right-of-way line of State Highway 121 with the southwest right-of-way line of said Metropolitan Highway 50; (5) THENCE South 58 degrees 10 minutes 40 seconds West, with the southeast line of said tract of land deeded to the Texas & Pacific Railroad and with the existing southeast right-of- way line of said State Highway 121, a distance of 445.51 feet to a R.O.W. Marker set for the intersection of the proposed southeast right-of-way line of said State Highway 121 with the existing right-of-way line of said State Highway 121, said R.O.W. Marker being the beginning of a Control of Access Line, said R.O.W. Marker being 127.03 feet left of and at right angles to centerline station 378+73.58 of the proposed centerline of State Highway 121, said R.O.W. Marker being the beginning of a non -tangent curve to the left having a radius of 5,737.99 feet, a central angle of 02 degrees 07 minutes 32 seconds and whose radius bears a radial bearing of North 33 degrees 04 minutes 55 seconds West; GORRONDONA & ASSOCIATES, INC. 6107 ORENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-196-1424 FAX 817-496-1768 Tract 09-10 Pt3 ROW CSJ: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 3 of 6 Pages (6) THENCE with said non -tangent curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 212.87 feet to a R.O.W. Marker set for the beginning of a reverse curve to the right having a radius of 5,721.16 feet, a central angle of 01 degrees 52 minutes 14 seconds and whose radius bears a radial bearing of South 35 degrees 12 minutes 27 seconds East; (7) THENCE with said reverse curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 186.78 feet to a R.O.W. Marker set for corner; (8) THENCE North 58 degrees 10 minutes 41 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 199.29 feet to a R.O.W. Marker set for corner; (9) THENCE North 55 degrees 53 minutes 15 seconds Fast, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 25.02 feet to a R.O.W. Marker set for corner; (10) THENCE North 58 degrees 10 minutes 41 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 302.12 feet to a R.O.W. Marker set for beginning of a curve to the left having a radius of 1,453.81 feet, a central angle of 04 degrees 37 minutes 24 seconds and whose radius bears a radial bearing of North 31 degrees 49 minutes 19 seconds West; (11) THENCE with said curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 117.31 feet to a R.O.W. Marker set for corner; (12) THENCE North 58 degrees 11 minutes 44 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 892.35 feet to a R.O.W. Marker set for corner; (13) THENCE North 88 degrees 10 minutes 54 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 38.26 feet to a R.O.W. Marker set for corner; (14) THENCE North 31 degrees 49 minutes 20 seconds West, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 3.09 feet to a R.O.W. Marker set for corner; GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUfTE SO FORT WORM TEXAS 76112 817-496-1424 FAX 817.496-1768 Tract 09-10 Pt3 ROW CSJ: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 4 of 6 Pages (15) THENCE North 58 degrees 10 minutes 46 seconds East with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 14.56 feet to a R.O.W. Marker set for corner in the northwest line of said Restaurant Row Addition and in the southwest right-of-way line of said Forest Park Boulevard, from which a 1/2 inch iron rod found for the most easterly north corner of said Lot 8 and for the most easterly north corner of said Restaurant Row Addition bears North 29 degrees 06 minutes 56 seconds West, a distance of 40.15 feet; (16) THENCE South 29 degrees 06 minutes 56 seconds East, with the northwest line of said Restaurant Row Addition and with the southwest right-of-way line of said Forest Park Boulevard, a distance of 33.23 feet to the POINT OF BEGINNING, and containing 78,303 square feet or 1.798 acres of land, more or less. Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 12I. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD- 83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project- (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND JUNE 3, 2004 Richard Kennedy R{CtiAR� NNEDY Registered Professional Landr5527 P No. 5527 U GORRONDONA & ASSOCIATES, INC. 6707 FFRFMWOOOSTAIR ROAD SUrIE SO FORT WORM TEXAS 76112 817-496.1424 FAX817-496-1768 INTERSTATE HIGHWAY NO. 30 �' sE S T v�KER Y 80UL rr 0 �ns, L' &NT ROw: ,vIIj VOLUME"1i88J7 PADE D74 BIN pA SLIDE 8843 D.R.T.L�.T. R.T.C.T, PROPOSED TEKAS k PAOFC RAnROAn �� 7 CENTERLINE vauME K, PACE 6a, og>l 'r0�SH 121 VOLUME 938, PACE 56,! A' v J ,� O.R.T.C.T. S/� �' � r 380+00 376+00 Q} y ' VO V[� 371 +00 = �{ � L '• ems$ ' � a�p n k o € �s PROPOSED• C 2f=5�844 aZd u RIGHT-OF-WAY �� 9�• U w tf : L w s ►� SET ROW MARKER? � �� SET ROW 'C�OFw' � N 58-11'44!11 —� = 127, 3s2 N 58' 10 41 E N 58' 10 41 "E LOT a STA. 3i9�13.58 a C 2 199.29' L— 302.12' Z' C= : 882.35 ' y :SET ROW: x ?i?ti'i" S 58' 10 40 445.51 x s:::c. r, N RDW .:-SET ROW MA KER'y' � D R F MAfi1C U � � sta 374+2ao6 ��.1• i;,iS�STO$'22"W 425.91 ';:':r,,;;' S 1088.98' EXISTING s N FND ROW fND ROW MARKER SEE Q RIGHT-OF-WAY .\ ^' �� MpRKE � S 7TO8'58"E DETAIL 'A'�WOV'541VI EXISTING cc SH 121 EXISTING RIGHT-OF-WAY C FND "X` 83 CUT Sg RIGHT-OF-WAY SH 121 \�`. ROSEDAEE� STREET' ��� ��� IN CONCRETE SH 121 NOTES - RIGHT -OF -WAY METROPOLITIAN HIGHWAY 50 (1) A LECAL. DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PUT. CURVE TABLE CURVE RADIU DELTA C C-1 C-2 5721.16 C-3 4' 117.31 LINE TABLE LINE BEARING DISTANCE L-1 N 83'39'33"W 2.30 L-2 N 7T23'05'W 47.07 L-3 N 55'53' 15"E 25.02 L-4 N 88'10'54"E 38.26 L-5 N 31'49'20"W 3.09 L-6 N 58'10'46"E 14.56 L-7 S 29'06'56"E 33.23 (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE, UTILIZING A MOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. FIND ROW (4) RIGHT-OF-WAY MARKERS ARE 5/8" IRON RODS WITH BLUE CAPS STAMPED "GORRONDONA k ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE. DETAIL 'A' (5) ACCESS IS PROHIBITED ACROSS THE 'CONTROL OF ACCESS UNE' TO THE TRANSPORTATION FACILITY LEGEND FROM THE ADJACENT PROPERTY. PROPOSED ROW LINE -•-- PROPERTY LINE $ �`.«izN NORTH TEXAS TOLLWAY AUTHORITY SURVEY UN£ � --�-- AGLx�. {� EASEMENT LUNE v' STATE HIGHWAY 121 ��� ��� CNTL OF 'C OF A' --'II 111-4 RICHARD KENNEDY AUGHT— OF— IIAY PLAT RECONSTRUCTED CORNER ROC _ f 5527�p TRACT 09-10 PT3 AREA 1.798 AC, SURVEYED ON THE GROUND JUNE 6, 2D02 ffO� •. 1w •''f O • 150 75 0 150 OWNER: SPH 1997, LTD., 140U CORP. OFICFO PARTNERS. CMERCERST S l J R FINANCIALINC. HOUGHTON PK MANAGEMENT, LLC RICHARD KENNEDY, RPLS No. 5527 PAGE 5 OF 6 PAGES SCALE IN FEET CFF CORPORATION TEXAS h PACIFIC RAILROAD GORRONDONA & ASMCIATES, INC. 6 6707 BRENTWOOD STAIR ROAD, SUITE 50 FORT WORTH, TX. PH, 617/496-1424 FAX 1117/496-1788 MAY 13, 2009 SCALE: 1" - 150' w w Q _z J OP 49 Q�/1 ��A'DSRor m _ 92$� ' 365+00 EY�lTL 361+00 �o¢�, ►� r �+ COMMERCE FIRST PROPOSED CENTERLINE SH HOUCHTDN PK go C.C.F. NQ 0 E,B9B58 C.GFIiCE 0208169860 LL D.R.T.C.T. PROPOSED D.R.T.C.T. CFF CORPORATION S : RIGHT-OF-WAY C.C.F. NO. 0206169850 D.R.T.CT. FND 1/2-IN N 58'11'44-E : 'c OF A.882.35 f ' :LOT �.' : %• '•LOT 8' r:.. ..' :.. ... ......e`w ....... .... ��•"i: �.°,it�ti�i i:.i�i�.�...�............w�..... .•............. ;m' ......� UNION FWOIFIO RAILROAD RIGHT—OF—WAY DETAIL 'S' SH 121 CURVE TABLE CURVE RADIUS DELTA ARC C-1 7.99 2' C-3 Lail. LINE TABLE _ LINE BEARING DISTANCE L-1 N 83'39'33W 2.30 L-2 N 73'23'05"W 47.07 L-3 N 55'53'15"E 25.02 L-4I N 8& 10'54"E 38.26 L-5 N 31'49'20"W 3.09 L-6 N 5810'46"E 14.56 L-7 S 29'06'56"E 33.23 LEGEND PROPOSED ROW LINE PROPERTY LINE SURVEY LINE —-- f EXIST. EASEMENT LINE CNTL OF ACCESS LINE _ OF A' RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND JUNE 6, 2002 RICHARD KENNEDY. RPLS No. 5527 & ASSOCIATES, INC, a 6707 BRENiWOOO DETAIL '8' .� c Fp dr�r'y� e4OCt` ,r01 loA?`ip �s +0 Sj,QLc(� 10 y y � .,! N 29'06'56'W `-40.15' LOP f s MARKER 121.00' LT. 359+00.65 FND "X" CUT IN CONCRETE N-•6, 952, 629.41 E-2,321, 253.20 RICHARD KENNEDY 150 75 0 150 C�5527 Q�+r` 9y USR J��O SCALE IN FEET PAGE 6 OF 6 PAGES STAIR ROAD. SUITE 50 FORT WORTH. TX. • PH. 817/495-1424 FAX 817/495-1763 NOTES- (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXTS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE, UTLIZING A TXDOT SURFACE FACTOR OF 1,00012 FOR THIS PROJECT. (4) RIGHT-OF-WAY MARKERS ARE 5/8' IRON RODS WITH BLUE CAPS STAMPED "GO RONDONA do ASSOC INC FORT WORTH TEXAS", UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE 'CONTROL OF ACCESS LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY, NORTH TEXAS TOLLWAY AUTHORITY STATE HIGHWAY 121 RTCXT—OP—WAY PLAT TRACT 09-10 PT3 AREA 1.798 AC. OWNER SPH 1927. LTD., HOUGHTON CAPITAL CORP, ECV PARTNERS, LTD., CFF PARTNERS. LTD. COMMERCE FIRST FINANCIAL, INC. HOUGHTON PK MANAGEMENT. LLC CFF CORPORATION TEXAS & PACIFIC RAILROAD MAY 13. 2009 SCALE 1' - 150' Tract 09-10 PU ROW CSJ: 0504-02-018 Date: June 3, 2009 Exbibit A, Page 1 of 5 Pages Being a 0.076 acre tract of land situated in the E. S. Harris Survey, Abstract No. 688 and the A. Voch Survey, Abstract No. 1585, City of Fort Worth, Tarrant County, Texas, said 0.076 acre tract of land being a portion of a 2.774 acre tract of land (by deed) deeded by Midtown Hospitality, Inc. to Midtown Hotel Ltd. by Warranty Deed dated January 5, 1995 and recorded in Volume 11842, Page 1420 of the Deed Records of Tarrant County, Texas, said 0.076 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 1 inch iron rod found for the east corner of said 2.774 acre tract of land, said 1 inch iron rod being in the northwest line of a tract of land deeded to the Union Pacific Railroad Company as recorded in Volume 13215, page 130 of said Deed Records of Tarrant County, Texas, said 1 inch iron rod also being the intersection of the existing southeast right-of-way line of State Highway 121 with the southwest right-of-way line of Park Drive (a variable width right-of-way), said 1 inch iron rod having grid coordinates of N=6,951,331.36 and E=2,319,138.73, said 1 inch iron rod being 142.21 feet right of and at right angles to centerline station 383+83.61 of the proposed centerline of State Highway 121; (1) THENCE South 59 degrees 50 minutes 38 seconds West, with the southeast line of said 2.774 acre tract of land, with the northwest line of said Union Pacific Railroad tract of land and with the existing southeast right-of-way line of said State Highway 121, a distance of 563.71 feet to a R.O.W. Marker set for the south corner of said 2.774 acre tract of land, said R.O.W. Marker being in the east right-of-way line of University Drive (a variable width right-of-way); (2) THENCE North 03 degrees 15 minutes 38 seconds East, with a west line of said 2.774 acre tract of land and with the east right-of-way line of said University Drive, a distance of 1.19 feet to a R.O.W. Marker set for corner, said R.O.W. Marker being in the proposed southeast right-of-way line of said State Highway 121 and being the beginning of a Control of Access Line, said R.O.W. Marker being 124.85 feet left of and at right angles to centerline station 389+46.40 of the proposed centerline of State Highway 121, from which a 112 inch iron rod found for reference bears North 03 degrees 15 minutes 38 seconds East, a distance of 149.53 feet; (3) THENCE North 58 degrees 37 minutes 43 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 316.28 feet to a R.O.W. Marker set for corner; GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817496-1424 FAX 817496-1768 Tract 09-10 Pt4 ROW CSJ: 0504-02-018 Date: June 3, 2009 Exhibit A, Page 2 of 5 Pages (4) THENCE North 58 degrees 49 minutes 37 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 39.64 feet to a R.O.W. Marker set for the beginning of a curve to the left having a radius of 5,737.99 feet, a central angle of 00 degrees 50 minutes 51 seconds and whose radius bears a radial bearing of North 30 degrees 58 minutes 28 seconds West; (5) THENCE with said curve to the left, with the proposed southeast right-of-way line of said State Highway 121. and with said Control of Access Line, an arc length of 84.88 feet to a R.O.W. Marker set for corner; (6) THENCE North 58 degrees 09 minutes 56 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 5.83 feet to a R.O.W. Marker set for corner, (7) THENCE South 31 degrees 49 minutes 06 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 5.40 feet to a R.O.W. Marker set for corner; (8) THENCE North 58 degrees 10 minutes 43 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 112.22 feet to a R.O.W. Marker set for corner, (9) THENCE North 31 degrees 49 minutes 10 seconds West, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 3.09 feet to a R.O.W. Marker set for corner; (10) THENCE North 58 degrees 10 minutes 54 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 4.14 feet to a R.O.W. Marker set for cornerin the northeasterly line of said 2.774 acre tract of land, said R.O.W. Marker being in the southwesterly right-of-way line of said Park Drive, said R.O.W. Marker being the end of said Control of Access Line, said R.O.W. Marker being 130.75 feet left of and at right angles to centerline station 383+81.29 of the proposed centerline of State Highway 121; (11) THENCE South 30 degrees 53 minutes 16 seconds East, with the northeasterly line of said 2.774 acre tract of land, with the southwesterly right-of-way line of said Park Drive, a distance of 11.48 feet to the POINT OF BEGINNING, and containing 3,329 square feet or 0.076 acres of land, more or less. GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817.496-1768 Notes: Tract 09-10 Pt4 ROW CSJ: 0504-02-018 Date: June 3, 2009 Exhibit A, Page 3 of 5 Pages (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for Southwest Parkway. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD- 83, North Central Zone, utilizing a TxDot Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND NOVEMBER 5, 2003 Richard Kennedy CRICHARDNNEDY Registered Professional Land SNo. 5527` GORRONDONA & ASSOCIATES, INC_ 6707 HRWIWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817496-1424 FAX 817496-1768 k00 DETAIL 'A' L0 >-- 00 LLJ V) p �Z O Q " > Q' w a � V) Qm w a h 0 z V I LEGEND PROPOSED ROW LINE PROPERTY LINE SURVEY LINE c EXIST. EASEMENT LINE CNTL OF ACCESS LINE w w (-C OF A-) RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND APRIL 25. 2005 RICHARD KENNEDY, RPLS No. 5527 INC. - 5707 BRENTWOOD CURVE TABLE CURVE I RADIUS I DELTA ARC C-1 . DOO IIRS G�1 ` ' S� R ti LINE TABLE LINE BEARING DISTANCE L-1 S 59'50'38"W 563,71' L-2 N 03' 15'38"E 1.19, L-3 N 58'37'43"E 316.28' L-4 N 58'49'37"E 39,64' L-5 N 58'09'56"E 5.83' L-6 S 31'49'06"E 5,40' L-7 N 58' 10'43"E 1 12.22' L-8 N 31*49'10*W 3.09, L-9 N 58' 10'54"E 4.14' L-10 S 30'53' 16 "E 11.48' OF T ul RICHARD KENNEDY t o 5527 50 25 0 50 S U R� SCALE IN FEET PAGE 4 OF 5 PAGES AIR RD.. SUITE 50 FORT WORTH. TX. 75112 • 817-496-1424 FAX 817-495-17 N J i N V, DETAIL 'A' N.T.S. NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) COONPROJECT NTROL FOR STATE HIGH�WAYO121 E BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE, UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) RIGHT-OF-WAY MARKERS ARE 5 8' IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA dt ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE. (5) ACCESS IS ACCESS LINER TO THE THE TRANSPORrTEO ACROSS TATION'CONTROL F FACILITY FROM THE ADJACENT PROPERTY. I NORTH TEXAS TOLLWAY AUTHORITY ■ STATE HIGHWAY 121 RIGHT-OF-WAY PLAT TRACT 09-10 PT4 AREA: 0.076 AC. OWNER: MIDTOWN HOTEL LTD. JUNE 3, 2009 SCALE 1' 50' A N SET ROW MARKER 1 75' T. STA 38 +8 ,29 v SEE DETAIL 'A' t P.D.B. FND 1'IR N-6,951,331.36 E-2,319,138.73 142.21' RT. STA. 383+53.51 LEGEND PROPOSED ROW LINE PROPERTY LINE $ SURVEY LINE It rt ,�� TF EASENT LINE CNT ACC LINE NOFEXIST. `� FRE`�9 (OF C �P "1 N RECONSTRUCTED CORNER RCC RICHARD KENNEDY 50 25 0 50 SURVEYED ON THE GROUND APRIL 25, 2005 r '0 5527 ,`'� 9�0 � SUIT SCALE IN FEET RICHARD KENNEDY, RPLS No. 5527 PAGE 5 OF 5 PAGES *RRONDONA & ASSOCIATES, INC. • 6707 BRENTWOOD STAIR RD., SUITE 50 FORT WORTH, TX. 76112 • 817-426-1424 FAX 817-498-1788 LINE TABLE LINE BEARING DISTANCE L-1 S 59'50'38"W 563,71' L-2 N 03'1 538"E 1.19' L-3 N 58'37'43"E 316.28' L-4 N 58'49'37"E 39.64' L-5 N 58'09'56"E 5.83, L-6 S 31'49 06"E 5.40' L-7 N 58'10'43"E 112.22' L-8 N 31'49'10"W 3.09' L-9 N 58' 10'54"E 4.14' L-10 S 30-53-16"E 11.48' CURVE TABLE CURVE I RADIUS DELTA I ARC C-1 1 5 0 ' NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121, BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE, UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) RIGHT-OF-WAY MARKERS ARE 11 IRON RODS WITH BLUE CAPS STAMPED 'GO RONDONA ASSOC INC FORT WORTH TEXAS'. UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE 'CONTROL OF ACCESS LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. I NORTH TEXAS TOLLWAY AUTHORITY STATE HIGHWAY f 2 f RIGHT—OF—WAY PLAT TRACT 09-10 PT4 I AREA: D.078 AC. OWNER: THE STATE OF TEXAS JUNE 3, 2009 SCALE. 1' - 50' Tract 0940 Pt5 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 1 of 4 Pages Being a 0.086 acre tract of land situated in the T. White Survey, Abstract No. 1636, City of Fort Worth, Tarrant County, Texas, said 0.086 acre tract of land being a portion of the east remainder of a tract of land described as Tract No. 2 deeded by Charlie Hillard to Charlie Hillard, Inc. by Deed dated December 7, 1978 and recorded in Volume 5566, Page 188 of the Deed Records of Tarrant County, Texas, said 0.086 acre tract of land also being a portion of the existing right-of- way of West Rosedale Street (a variable width right-of-way), said 0.086 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 1/2 inch iron rod with cap stamped `Brittain &Crawford" found for the east corner of said 2.747 acre tract of land, said 1/2 inch iron rod with cap stamped "Brittain & Crawford" being the intersection of the existing southeast right-of-way line of State Highway 121 with the southwesterly right-of-way line of Rogers Road (a variable width right-of-way), 1/2 inch iron rod with cap stamped "Brittain & Crawford" also being in the northwest line of a tract of land deeded to Union Pacific Railroad Company as recorded in Volume K, Page 582 of said Deed Records of Tarrant County, Texas, said 1/2 inch iron rod with cap stamped "Brittain & Crawford" also being the beginning of a curve to the right having a radius of 5689.65 feet, a central angle of 04 degrees 26 minutes 20 seconds and whose radius bears a radial bearing of North 32 degrees 00 minutes 30 seconds West, said 1/2 inch iron rod with cap stamped "Brittain & Crawford" having grid coordinates of N=6,950,839.13 and E=2,318,339.56, said 1/2 inch iron rod being 139.09 feet left of and at right angles to centerline station 393+21.91 of the proposed centerline of State Highway 121; (1) THENCE with said curve to the right, with a southeast line of said 2.747 acre tract of land, with the northwest line of said Union Pacific Railroad Company tract of land, and with the existing southeast right-of-way line of said State Highway 121, passing at an arc length of 278.76 feet a R.O.W. Marker set for corner in the north right -of way line of West Rosedale Street (a variable width right-of-way), said R.O.W. Marker being 140.57 feet left of and at right angles to centerline station 395+94.03 of the proposed centerline of State Highway 121 , in all, -an arc length of 440.79 feet to a point for corner in the right -of way of said West Rosedale Street, said point being the beginning of a Control of Access Line, said point being 141.24 feet left of and at right angles to centerline station 397+52.17 of the proposed centerline of State Highway 121; (2) THENCE North 58 degrees 37 minutes 43 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 364.31 feet to a R.O.W. Marker set for corner; OORRONDONA & ASSOCIATES, INC. 6707 BREN7'WOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817496-1424 FAX 817-446-1768 Tract 09-10 Pt5 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 2 of 4 Pages (3) THENCE North 62 degrees 26 minutes 33 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 66.34 feet to a R.O.W. Marker set for corner; (4) THENCE North 58 degrees 09 minutes 51 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 4.21 feet to a RO.W. Marker set for corner; (5) THENCE North 31 degrees 49 minutes 06 seconds West, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 1.42 feet to a R-O.W. Marker set for corner: (6) THENCE North 58 degrees 10 minutes 54 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 5.66 feet to a R.O.W. Marker set for corner in the northeasterly line of said Tract No. 2, said R.O.W. Marker being in the southwesterly right-of-way line of said Rogers Road; (7) THENCE South 32 degrees 20 minutes 48 seconds East, with the northeasterly line of said Tract No. 2 and with the southwesterly right-of-way line of said Rogers Road, a distance of 9.25 feet the POINT OF BEGINNING, and containing 3,752 square feet or 0.086 acres of land, more or less. GORRONDONA & ASSOCIATES, INC. 6707 BRUNTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817A96,1424 FAX 817-4W 1768 Notes: Tract 09-10 Pt5 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 3 of 4 Pages (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND April 25, 2005 � OF Richard Kennedy Registered Professional LandFSstoo No. 5527 S U R`l' GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496•1424 FAX 817-496-1768 CURVE TABLE CURVE RADIUS I DELTA I AR C-1 9 N SS'37'43'E EAST REMAINDER OF TRACT NO. 2 CHARLIE HILLIARD, INC. VOLUME 5566, PAGE 188 D.R.T.C.T. A ,STR 0& Q�o�o ,� r �� 36 �O 364.31' 395+00 PROPOSED CENTERLINE SH 121 —2 L-3 PROPOSED PROPOSED — RIGHT—OF—WAY "C OF A" C-1 SET ROM MARKER DETAL N,T.! N 8r28'33-E 86.34' EXISTING —/ DETAIL RIGHT-OF-WAY SH 121 UNION PACIFIC RAILROAD COMPANY F VOLUME K, PAGE 582 D.R.T.C.T. LINE TABLE LINE BEARING DISTANCE L-1 N 58'09'51 "E 4.21 L-2 N 31'49'06"W 1.42 L-3 N 58'10'54"E 5.66 L-4 S 32'20'48"E 9.25 LEGEND PROPOSED ROW LINE �� OF T PROPERTY LINE $--�— LINE EXIST. XEASEMENT LINE CNTL OF ACCESS LINE ('C OF A-)— RICNARD KENNEDY RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND AUGUST 15, 2002 5527�r O� 60 30 0 60 \ SUR� SCALE IN FEET RICHARD KENNEDY, RPLS No. 5527 PAGE 4 OF 4 PAGES GORROHDONA & ASSOCIATES, INC. • 6707 BRENTWOOD STAIR ROAD. SUITE 50 FORT WORTH, TX. • PH. 817/496-1424 FAX 817/49F P. 0. B. FNO 1 /2"IR %W/ STAMPED F fiTCAP AIN & CRA Ii NOTES- (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE CRID COORDINATES. BASED ON THE TEXAS COORDINATE SYSTEM, NAD-153, NORTH CENTRAL ZONE. UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) RIGHT-OF-WAY MARKERS ARE 8/8" IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA k ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE. (S) PROHIBITEDACCESS IS ACCESS LINE' TOTHE TRANSPORTATION'CONTROL F CILITY FROM THE ADJACENT PROPERTY, NORTH TEXAS TOLLWAY AUTHORITY SOUTHWEST PARKWAY (SH121 T) MUTUAL ACCESS AGREBMENT TRACT 09-10 PT5 I AREA; 0.088 AC. OWNER: THE STATE OF TEXAS WAY 18, 2009 1 SCALE: 1' - 50' Tract 09-10 Pt6 ROW CSJ: 0504-02-018 Date: August 13, 2009 Exhibit A, Page 1 of 6 Pages Being a 0.775 acre tract of land situated in the T. White Survey, Abstract No. 1636 and the W. B. Conner Survey, Abstract No. 288, City of Fort Worth, Tarrant County, Texas, said 0.775 acre tract of land being all of two tracts of land described as Tract No. I and Tract No. 2 deeded to Howell Instruments, Inc. as recorded in Volume 8673, Page 2273 of the Deed Records of Tarrant County, Texas, said 0.775 acre tract of land also being a portion of Lots A and B, Block 1 of the Howco Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388- 110, Page 96 of the Plat Records of Tarrant County, Texas and deeded to Howell Instruments, Inc. as recorded in Volume 2943 Page 472 and Volume 4333, Page 401 of said Deed Records of Tarrant County, Texas, said 0.775 acre tract of land also being a portion of Lot 1-A, Block l of Brooklyn Heights, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388-64, Page 44 of said Plat Records of Tarrant County, Texas and deeded to Howell Instruments, Inc. as recorded in Volume 7231, Page 535 of said Deed Records of Tarrant County, Texas, said 0.775 acre tract of Iand also being a portion of the west remainder of a tract of land described as Tract No. 2 deeded by Charlie Hillard to Charlie Hillard, Inc. by Deed dated December 7, 1978 and recorded in Volume 5566, Page 188 of the Deed Records of Tarrant County, Texas, said 0.775 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at R.O.W. Marker found for the south comer of said Lot A and the most northerly west corner of said Tract No. 1, said R.O:W. Marker being in the existing southeast right-of-way line of State Highway 12I, said R.O.W. Marker having grid coordinates of N=6,950,005.51 and E=2,316,343.13; (1) THENCE North 00 degrees 26 minutes 15 seconds East, with the southwest line of said Lot A and with the existing southeast right-of-way line of State Highway 12I, a distance of 34.20 feet a R.O.W. Marker set for comer in the proposed southeast right-of-way line of said State Highway 121 and being the beginning of a Control of' Access Line, said R.O.W. Marker being 142.87 feet left of and at right angles to centerline station 414+42.36 of the proposed centerline station of State Highway 121; (2) THENCE North 67 degrees 03 minutes 36 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 90.14 feet to a R.O.W. Marker set for comer; (3) THENCE North 75 degrees 53 minutes 38 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 100.12 feet to a R.O.W. Marker set for corner; (4) THENCE North 84 degrees 18 minutes 02 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said. Control of Access Line, a distance of 104.61 feet to a R.O.W. Marker set for corner; GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FOR"I' WORTH. TEXAS 76112 817-496-1424 FAX 817-496-1769 Tract 09-10 Pt6 ROW CSJ: 0504-02-018 Date: August 13, 2009 Exhibit A, Page 2 of 6 Pages (5) THENCE North 72 degrees 17 minutes 00 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 4.24 feet to a R.O.W. Marker set for corner; (6) THENCE North 72 degrees 24 minutes 49 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 15.05 feet to a R.O.W. Marker set for corner; (7) THENCE North 72 degrees 30 minutes 41 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 15.04 feet to a R.O.W. marker set for corner; (8) THENCE North 72 degrees 34 minutes 35 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 15.02 feet to a R.O.W. Marker set for corner; (9) THENCE North 72 degrees 36 minutes 32 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 15.01 feet to a R.O.W. Marker set for comer; (10) THENCE North 72 degrees 36 minutes 52 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 208.80 feet to a R.O.W. Marker set for the beginning of a non -tangent curve to the left having a radius of 4009.99 feet, a central angle of 03 degrees 15 minutes 33 seconds and whose radius bears a radial bearing of North 16 degrees 06 minutes 22 seconds West; (11) THENCE with said non -tangent curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 228.11 feet to a R.O.W. Marker set for the beginning of a compound curve to the left- having a radius of 3247.17 feet, a central angle of 01 degrees 49 minutes 29 seconds and whose radius bears a radial bearing of North 18 degrees 57 minutes 00 seconds West; (12) THENCE with said compound curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 103.41 feet to a R.O.W. Marker set for corner; STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817-496-1768 Tract 09-10 Pt6 ROW CSJ: 0504-02-018 Date: August 13, 2009 Exhibit A, Page 3 of 6 Pages (13) THENCE North 68 degrees 43 minutes 52 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 69.14 feet to a R.O.W. Marker set for corner in the existing southeast right-of-way line of said State Highway 121, said R.O.W. Marker being in the southeast line of said Tract No. 2, said R.O.W. Marker also being in the northwest right-of-way line of the Union Pacific Railroad, said R.O.W. Marker also being the end of said Control of Access Line said R.O.W. Marker being 138.04 feet left of and at right angles to centerline station 404+87.02 of the proposed centerline station of State Highway 121 (14) THENCE South 67 degrees 14 minutes 47 seconds West, with said existing southeast right- of-way line of said State Highway 121,, with the southeast line of said Tract No. 2 and with the northwest right-of-way line of said Union Pacific Railroad, a distance of 276.45 feet to a R.O.W. Marker set for the southeast corner of said Tract No. 1, said R.O.W. Marker being the southwest corner of said Tract No. 2; (15) THENCE South 67 degrees 33 minutes 17 seconds West, with the southeast line of said Tract No. 1, with the existing southeast right-of-way line of said State Highway 121, and with the north line of said Union Pacific Railroad tract of land, a distance of 86.46 feet to a R.O.W. Marker set for corner in the south line of said Lot B, said R.O.W. Marker being in the northwest line of said Lot B; (16) THENCE South 67 degrees 36 minutes 20 seconds West, with the southeast line of said Lot A, with the existing southeast right-of-way line of said State Highway 121 and with the north line of said Union Pacific Railroad tract of land, a distance of 305.89 feet to a R.O.W. Marker found for corner in the south line of said Lot A, said R.O.W. Marker being the east corner of said Tract No. 2; (17) THENCE South 74 degrees 05 minutes 32 seconds West, with the southeast line of said Lot A, with the existing southeast right-of-way line of said State Highway 121 and with the north line of said Union Pacific Railroad tract of land, a distance of 305.72 feet to a R.O.W. Marker found for corner; (18) THENCE North 26 degrees 34 minutes 46 seconds West, with the west line of said Tract No. 2, with the existing southeast right-of-way line of said State Highway 121 and with the north line of said Union Pacific Railroad tract of land, a distance of 27.64 feet to the POINT OF BEGINNING, and containing 33,778 square feet or 0.775 acres of land, more or less. & ASSOCIATES, NC, 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817-496-1 Notes: Tract 09-10 Pt6 ROW CSJ: 0504-02-018 Date: August 13, 2009 Exhibit A, Page 4 of 6 Pages (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD- 83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND NOVEMBER 2, 1999 Richard Kennedy Registered Professional Land No. 5527 1?1CHARC EN" EU'( 0, r5527 & ASSOCIATES. INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH. TEXAS 76112 817.496-1424 FAX RUTLEDGE STREET b14k00 RUTLEDGE STREET PR°9 0 uDE 413}p0 CESµ R 21 CURVE CURVERADIUS_ _TABLE I DELTA I ARC C-1 14009.99. 0 ' - 3' 1 C-2 1 3247j7' 1 01*49'29' LOT A �--- HOWCO ADDITION SET 5/6"IR VOLUME 388-1 10, PAGE 96 W/CAP STAMPED P.R.T.C.T. Y "GORRONDONA' UNION PACIFIC ER S v RAILROAD COMPANY VOLUME 132T5, PAGE 130 p 10 , 0 a D.R.T.C.T. ...0:? ABS� �{ N 7553 SET ROW 9� . • .n�+,6 :................. .:: ::.:.....,..:: 142.8T LT._ ;r.^::: :.....: rr:::....._... . BLOCK 1 LOT 1-A BROOKLYN HEIGHTS VOLUME 388-64, PAGE 44 P.R.T.C.T. 2.— PROPOSED L RIGHT-OF-WAY "C OF A' L-3- L-2 .. 104.6V LINE TABLE LINE BEARING DISTANCE L-1 N 00'26'15"E 34.20' L-2 N 72' 17'00"E 4.24' L-3 N 72'24'49"E 15.05' L-4 N 72'30'41 "E 15.04' L-5 N 72'34'35"E 15.02' L-6 N 72'36`32"E 15.01' L-7 N 26-34.46"W 27.64' T. WHITE SURVEY ABSTRACT NO.1636 :..:... J Eqd wpY P.O.B. ** QO °f- SET 5/8' BLUE CAP 5 yJ2 D O R1G 5H 121 N®6.950,005.51 "' S E=2,316,343.13 LEGEND PROPOSED ROW UNE PROPERTY UNE ----e SURVEY LINE £ UP EXIST. EASEMENT LINE CNTL OF ACCESS UNE m m P •''' 1 S TF-*--. f' ('c of A' Rya. 5'N RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND AUGUST 15. 2002 RICHARD KENNEDY 60 30 0 60 r 4 552 q^ 4 SCALE IN FEET RICHARD KENNEDY, RPLS No. 5527 PAGE 5 OF 6 PAGES GORRONDONA & ASSOCIATES, INC. • 6707 BRENTWOOD STAIR ROAD. SUITE 50 FORT WORTH, TX. • PH. 817/496-1424 FAX 817/496-1768 L-5 N ,�36802'E e L-6 2 .. .,.:F' Q w Lli Z I NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED To THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES. BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83 NORTH CENTRAL TONE, UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) RIGHT—OF—WAY MARKERS ARE 5/8'IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA & ASSOC INC FORT WORTH TEXAS. UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE 'CONTROL of ACCESS LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. NORTH TEXAS TOLLWAY AUTHORITY SOUTHWEST PARKWAY (SH 121 T) RIGHT- OF- WiAY PLAT TRACT 09-10 PT6 I AREA: o.775 Ac. OWNER: THE STATE of TEXAS AUGUST 13, 2009 1 SCALE: 1' - 60' PROP a�NE CE SN �21 c� rn Q Z _.I 5ET ROW I-- N �7368 2•� S REMAINDER OF BLOCK 1 ?^ �OLUME 63, PAGROOKLYNGE �3 sic 1�j� P.R.T.C.T. �p\NO�� NG• R\GNG pf � �JrL+E <Zm's s 4k• ~W� �CO�~ 0 0 �y,�StOFG`NP� 66. N,P CURVE TABLE CURVE DIUS DELTA ARC C-1 9. P3247.17- 0 '15 33 8.11 C-201'49'29 1 Q 41 s 7160.� 'ssoo �o O T. WHITE SURVEY ABSTRACT NO. 1636 LINE TABLE_ UNE DISTANCE L-1 _ _BEARING_ N 00' 26' 15"E 34.20' L-2 N 72' 17'00"E 4.24' L-3 N 72'24'49"E 15.05, L-4 N 72'30'41 "E 15.04' L-5 N 7734'35"E 15.02' L-6 N 72'36'32"E 15.01' L-7 N 26'34'46"W 27.64' LEGEND PROPOSED R.O.W. LINE�+� PROPERTY LINE $ SURVEY LINE z — EXIST. EASEMENT LINE �� .. OF �(c CNTL OF ACCESS LINE w w c�� fi � S T4, 71+ PARCEL NUMBER O RECONSTRUCTED CORNER RCC RICHARD KENNEDY SURVEYED ON THE GROUND AUGUST 15, 2002 p_ 5527 60 30 0 60 SCALE IN FEET RICHARD KENNEDY, RPLS No. 5527 PAGE 6 OF 6 PAGES GORRONDONA & ASSOCIATES, INC. • 6707 BRENTWOOD STAIR ROAD. SUITE 50 FORT WORTH, TX. - PH. 817/496-1424 FAX 817/496- W. B. CONNER SURVEY NOTES: ABSTRACT NO. 288 (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE- (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83 , NORTH CENTRAL ZONE, UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT (4) RIGHT—OF—WAY MARKERS ARE 5/8" IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA do ASSOC INC FORT WORTH TEXAS-, UNLESS NOTED OTHERWISE (5) ACCESS IS PROHIBITED ACROSS THE -CONTROL OF ACCESS LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT NORTH TEXAS TOLLWAY AUTHORITY SOUTHWEST PARKWAY (SH 1,21 T) RIGHT-OF-WAYPLAT TRACT 09-10 PT6 AREA: 0.775 AC. OWNER: THE STATE OF TEXAS AUGUST 13. 2009 1 SCALE: 1` - 60' ract09-10 Pt8 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 1 of 3 Pages Being a 0.379 acre tract of land situated in the W.B. Conner Survey, Abstract No. 288, City of Fort Worth, Tarrant County, Texas, said 0.379 acre tract of land being a portion of Lot 1-R, Block 2-R of Factory Place Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388-167, Page 59 of the Plat Records of Tarrant County, Texas, said Lot 1-R being deeded by Marcia Lee Anglin Cato, Independent Executrix to Marcia Lee Anglin Cato by Deed dated May 13, 1997 and recorded in Volume 12766, Page 549 of the Deed Records of Tarrant County, Texas, and being a portion of Lot 1, Bloc'.,- of Factory Place Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388-42, Page 42 of said Plat Records of Tarrant County, Texas, said Lot 1 being deeded to Ada M. Carr as recorded in Volume 16704, Page 110 of said Deed Records of Tarrant County, Texas, said 0.379 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with blue cap set for the south corner of said Lot 1-R, said 5/8 inch iron rod with blue cap being in the existing south right-of-way line of State Highway 121, said 5/8 inch iron rod with blue cap also being in the northwest line of a tract of land deeded to Union Pacific Railroad Company as recorded in Volume 13215, Page 130 of said Deed Records of Tarrant County, Texas, said 5/8 inch iron rod with blue can having grid coordinates of N=6,948,825.21 and E=2,314,106.19, said R.O.W. Marker be ing 166.93 feet left of and at right angles to centerline station 440+48.53 of the proposed centerline of State Highway 121; (1) THENCE North 34 degrees 37 minutes 43 seconds West, with the southwest line of said Lot 1-R, with the north line of said Union Pacific Railroad Company tract of land and with the existing southeast right-of-way line of said State Highway 121, a distance of 45.08 feet to a R.O.W. Marker set for corner in the proposed right-of-way line of said State Highway 121, said R.O.W. Marker being the beginning of a Control of Access Line, said R.O.W. Marker being 121.86 feet left of and at right angles to centerline station 440+49.67 of the proposed centerline of State Highway 121; (2) THENCE North 58 degrees 46 minutes 17 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 353.26 feet to a R.O.W. Marker set for corner in the northeast line of said Lot 1-R and the southwest line of said Lot l; (3) THENCE South 65 degrees 02 minutes 46 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 54.16 feet to a R.O.W. Marker set for the most easterly south corner of said Lot 1, said R.O.W. Marker being the intersection of the proposed southeast right-of-way line of said State Highway 121 with the existing southeast right-of-way line of said State Highway 121, said R.Q.W. Marker also being in the northwest line of said Union Pacific Railroad Company tract of land, said R.O.W. Marker being the end of said Control of Access line; GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817-496-1768 Tract 09-10 Pt8 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 2 of 3 Pages (4) THENCE South 58 degrees 46 minutes 17 seconds West, with the existing southeast right- of-way line of said State Highway 121, with the southeast line of said Lot 1 and with the northwest line of said Union Pacific Railroad Company tract of land, passing at a distance of 28.05 feet a 1/2 inch iron rod found for the south comer of said Lot 1, said 1/2 inch iron rod being the east corner of said Lot 1-R, in all, a distance of 380.73 feet to the POINT OF BEGINNING, and containing 16,515 square feet or 0.379 acres of land, more or less. Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control. for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD- 83, North Central Zone, utilizing a TxDot Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND April 25, 2005 O o- Richard KennedytR RD KENNEDYRegistered Professional Land SNEDY5527No.5527F o SURJ�, GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR ROAD SUITE SO FORT WORTK TEXAS 76112 817496-1424 FAX 817-496-1768 CONCRETE ST. 5dy FND 112"IR 0�60"& "e'P'nvlIle .V., G$ e o F G��cry�40C�, ti LEGEND +' ' PROPOSED R.O.W. L(NE��� PROPERTY LINE —�— SURVEY LINE E EXIST. EASEMENT LINE — — CNTL OF ACCESS LINE___ w w ("C OF A' PARCEL NUMBER RECONSTRUCTED CORNER ROC SURVEYED ON THE GROUND AUGUST 15, 2002 RICHARD KENNEDY, RPLS No. 5527 GORRONDONA do ASSOCIATES, INC. X 6707 BRFJ o sV FND 3/4'IR do Z07, f- Ilk #Z pc" 460 -17 2 FND 1/2"IR S SET ROW MARKER p . G Q� A �� �Q cb� P NOTES: ,..� d, 4 �JJ (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PUT. �pvv (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 1. RINGS AND DISTANCES SHOWN ='"• ATE HK. 12 BEARINGS ARE UNION PACIFIC SURFACE. RAILROAD COMPANY VOLUME 13215, PAGE 130 (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON V� D.R.T.C.T. THE TEXAS COORDINATE SYSTEM, NAD-63, NORTH CENTRAL v ZONE, UTILIZING A TXOOT SURFACE FACTOR OF 1.00012 FOR P.0.B. THIS PROJECT SET 5/8-IR BLUE CAP N==6,948,825.21 (4) RIGHT—OF—WAY MARKERS ARE 5/8" IRON RODS WITH BLUE E-2,314,106.19 CAPS STAMPED `GORRONDONA & ASSOC INC FORT WORTH j"8.93. Lz TEXAS", UNLESS NOTED OTHERWISE. 440+48.53 (5) ACCESS IS PROHIBITED ACROSS THE 'CONTROL OF ACCESS OF ) LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. NORTH TEXAS TOLLWAY AUTHORITY RICHARD KENNEDY 60 30 0 60 SOUTHWEST PARKWAY (SH121 T) f \° 5527 ry G: RIGHT—OF—WAY PLAT �ESS O `�� TRACT 09-10 PT8 AREA:-0.379 AC. SURSCALE IN FEET PAGE 3 OF 3 PAGES OWNERS: MARCUI LEE ANGLIN CATO k AOA M. CARR STAIR ROAD, SURE 50 FORT WORTH, TX. X PH. 817/495-1424 FAX 817/496-1768 MAY 18, 2DO9 SCALE: 1' - 60' EXHIBIT B-4 '..Or APPROVED LEGAL DESCRIPTIONS OF PARCELS 51(SAVE AND EXCEPT 09-10 PT6), 53-PT1, 53-PT2, 55, 56-PT1, 56-PT2, 59, 60, 61(SAVE AND EXCEPT 09-10 PT8), 62-PT1, 62-PT2, 65 (SAVE AND EXCEPT 09-10 PT8) AND 66 - 89 [to be agreed to by the City and the NTTA prior to the Permanent Property Interest Transfer Date] B-4-1 DAL:0567318/47205:1851513 v 10 EXHIBIT B-5 APPROVED LEGAL DESCRIPTION OF PARCELS 09-10 PT6 AND 09-10 PT8 [follows this page] B-5-1 DAL:0567318/47205:1851513v10 Tract 09-10 Pt6 ROW CSJ: 0504-02-018 Date: August 13, 2009 Exhibit A, Page 1 of 6 Pages Being a 0.775 acre tract of land situated in the T. White Survey, Abstract No. 1636 and the W. B. Conner Survey, Abstract No. 288, City of Fort Worth, Tarrant County, Texas, said 0.775 acre tract of land being all of two tracts of land described as Tract No. 1 and Tract No. 2 deeded to Howell Instruments, Inc. as recorded in Volume 8673, Page 2273 of the Deed Records of Tarrant County, Texas, said 0.775 acre tract of land also being a portion of Lots A and B, Block 1 of the Howco Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388- 110, Page 96 of the Plat Records of Tarrant County, Texas and deeded to Howell Instruments, Inc. as recorded in Volume 2943, Page 472 and Volume 4333, Page 401 of said Deed Records of Tarrant County, Texas, said 0.775 acre tract of land also being a portion of Lot I -A, Block I of Brooklyn Heights, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388-64, Page 44 of said Plat Records of Tarrant County, Texas and deeded to Howell Instruments, Inc. as recorded in Volume 7231, Page 535 of said Deed Records of Tarrant County, Texas, said 0.775 acre tract of land also being a portion of the west remainder of a tract of land described as Tract No. 2 deeded by Charlie Hillard to Charlie Hillard, Inc. by Deed dated December 7, 1978 and recorded in Volume 5566, Page 188 of the Deed Records of Tarrant County, Texas, said 0.775 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at R.O.W. Marker found for the south comer of said Lot A and the most northerly west corner of said Tract No. 1, said R.O.W. Marker being in the existing southeast right-of-way line of State Highway 121, said R.O.W. Marker having grid coordinates of N=6,950,005.51 and E=2,316,343.13; (1) THENCE North 00 degrees 26 minutes 15 seconds East, with the southwest line of said Lot A and with the existing southeast right-of-way line of State Highway 121, a distance of 34.20 feet a R.O.W. Marker set for comer in the proposed southeast right-of-way line of said State Highway 121 and being the beginning of a Control of Access Line, said R.O.W. Marker being 142.87 feet left of and at right angles to centerline station 414+42.36 of the proposed centerline station of State Highway 121; (2) THENCE North 67 degrees 03 minutes 36 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 90.14 feet to a R.O.W. Marker set for comer; (3) THENCE North 75 degrees 53 minutes 38 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 100.12 feet to a R.O.W. Marker set for comer; (4) THENCE North 84 degrees 18 minutes 02 seconds East, with the proposed southeast right - of --way line of said State Highway 121 and with said Control of Access Line, a distance of 104.61 feet to a R.O.W. Marker set for comer; 6707 BRFNTWOOD STAIR ROAD SLITE 50 FORT WORTH. TEXAS 76112 81 Tract 09-10 Pt6 ROW CSJ: 0504-02-018 Date: August 13, 2009 Exhibit A, Page 2 of 6 Pages (5) THENCE North 72 degrees 17 minutes 00 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 4.24 feet to a R.O.W. Marker set for corner; (6) THENCE North 72 degrees 24 minutes 49 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 15.05 feet to a R.O.W. Marker set for corner; (7) THENCE North 72 degrees 30 minutes 41 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 15.04 feet to a R.O.W. marker set for corner; (8) THENCE North 72 degrees 34 minutes 35 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 15.02 feet to a R.O.W. Marker set for corner; (9) THENCE North 72 degrees 36 minutes 32 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 15.01 feet to a R.O.W. Marker set for corner; (10) THENCE North 72 degrees 36 minutes 52 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 208.80 feet to a R.O.W. Marker set for the beginning of a non -tangent curve to the left having a radius of 4009.99 feet, a central angle of 03 degrees 15 minutes 33 seconds and whose radius bears a radial bearing of North 16 degrees 06 minutes 22 seconds West; (11) THENCE with said non -tangent curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 228.11 feet to a R.O.W. Marker set for the beginning of a compound curve to the left having a radius of 3247.17 feet, a central angle of 01 degrees 49 minutes 29 seconds and whose radius bears a radial bearing of North 18 degrees 57 minutes 00 seconds West; (12) THENCE with said compound curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 103.41 feet to a R.O.W. Marker set for corner; INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817496-1 OWA Tract 09-10 Pt6 ROW CSJ: 0504-02-018 Date: August 13, 2009 Exhibit A, Page 3 of 6 Pages (13) THENCE North 68 degrees 43 minutes 52 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 69.14 feet to a R.O.W. Marker set for corner in the existing southeast right-of-way line of said State Highway 121, said R.O.W. Marker being in the southeast line of said Tract No. 2, said R.O.W. Marker also being in the northwest right-of-way line of the Union Pacific Railroad, said R.O.W. Marker also being the end of said Control of Access Line said R.O.W. Marker being 138.04 feet left of and at right angles to centerline station 404+87.02 of the proposed centerline station of State Highway 121; (14) THENCE South 67 degrees 14 minutes 47 seconds West, with said existing southeast right- of-way line of said State Highway 121, with the southeast line of said Tract No. 2 and with the northwest right-of-way line of said Union Pacific Railroad, a distance of 276.45 feet to a R.O.W. Marker set for the southeast corner of said Tract No. 1, said R.O.W. Marker being the southwest corner of said Tract No. 2; (15) THENCE South 67 degrees 33 minutes 17 seconds West, with the southeast line of said Tract No. 1, with the existing southeast right-of-way line of said State Highway 121, and with the north line of said Union Pacific Railroad tract of land, a distance of 86.46 feet to a R.O.W. Marker set for comer in the south line of said I.ot B, said R.O.W. Marker being in the northwest line of said Lot B; (16) THENCE South 67 degrees 36 minutes 20 seconds West, with the southeast line of said Lot A, with the existing southeast right-of-way line of said State Highway 121 and with the north line of said Union Pacific Railroad tract of land, a distance of 305.89 feet to a R.O.W. Marker found for corner in the south line of said Lot A, said R.O.W. Marker being the east corner of said Tract No. 2; (17) THENCE South 74 degrees 05 minutes 32 seconds West, with the southeast line of said Lot A, with the existing southeast right-of-way line of said State Highway 121 and with the north line of said Union Pacific Railroad tract of land, a distance of 305.72 feet to a R.O.W. Marker found for corner; (18) THENCE North 26 degrees 34 minutes 46 seconds West, with the west line of said Tract No. 2, with the existing southeast right-of-way line of said State Highway 121 and with the north line of said Union Pacific Railroad tract of land, a distance of 27.64 feet to the POINT OF BEGINNING, and containing 33,778 square feet or 0.775 acres of land, more or less. & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817496-1424 FAX 817-496-1768 Notes: Tract 09-10 Pt6 ROW CSJ: 0504-02-018 Date: August 13, 2009 Exhibit A, Page 4 of 6 Pages (1) A plat of even survey date herewith accompanies this legal description. (2) 'All bearings are referenced to the project control for State. Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD- 83, North Central Zone, utilizing a TxDoT Surface Factor of 100012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND NOVEMBER 2, 1999 Richard Kennedy Registered Professional Land No, 5527 'c,,Ag 5527 qy' tiSS ROAD SUITE 50 PORT WORTH, TEXAS 76112 8174➢ .1424 FAX 81 RUTLEDGE STREET 4,4+11" SET 5/8"IR —/ W/CAP STAMPED 'GORRONDONA' UNION PACIFIC RAILROAD COMPANY VOLUME 13215, PAGE 130 D.R.T.C.T. SET ROW MARKER RUTLEDGE STREET CURVE TABLE CURVE_ DELTA ARC C-1 _RADIUS 40 ' 0 ' 3 1' C-2 4717 1'49 9 10 PRO ERNE� •/ 4 it CE "21 LOT A HOWCO ADDITION VOLUME 388-110, PAGE 96 P.R.T.C.T. NE - SURva� W g. RACT NO•.�2a BLOCK 1 LOT 1—A BROOKLYN HEIGHTS VOLUME 355-64. PAGE 44 P.R.T.C.T. LINE TABLE LINE BEARING DISTANCE L-1 N 00'26'15"E 34,20' L-2 N 72' 17'00"E 4.24' L-3 N 72'24'49"E 15.05' L-4 N 72'30'41 "E 15.04' L-5 N 72'34'35"E 15.02' L-6 N 7T36'32"E 15.01' L-7 N 26'34'46"W 27.64' T. WHITE SURVEY ABSTRACT NO_1636 N 80' RIGHT-OFEWAY L-4 L_5 L-6 2p8 'C OF A' L-3 L-2 104.61' ......... .. . RU n �O,eRKER P.O.B. f Cos �f_WPY SET 5/8' BLUE CAP .... :...05+�� O �D R10 5N 12� N-6,950,005.51 : S -74 IT E=2,316,343.13 'f\ :..R• w p LEGEND PROPOSED ROW LINE ��• v� PROPERTY LINEe�— SURVEY LINE �--z— D(IST. EASEMENT LINE 'S .�:... CNTL (-C OF ACCESS LINE _ n n�— p •`G \-3"E RECONSTRUCTED CORNER ROC SURVEYED ON THE GROUND AUGUST 15. 2002 RICHARD KE.NNEDY 60 30 0 60 RICKARD KENNEDY, RPLS No. GORRONOONA & ASSOCIATES. INC. • 6; SCALE IN FEET su >7 PAGE 5 OF 6 PAGES RENJWOOD STAIR ROAD, SUITE 50 FORT WORTH, TX, PH. 817/496-1424 FAX 817/496-1768. Q w Ld Z J pop • NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE. SYSTEM, NAD-83 NORTH CENTRAL ZONE, UTILIZING A TXOOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) RIGHT-OF-WAY MARKERS ARE 5/8' IRON RODS WITH BLUE CAPS STAMPED "GORRONOONA k ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE `CONTROL OF ACCESS LINE" TO THE TRANSPORTATION FACIUTY FROM THE ADJACENT PROPURlY. NORTH TEXAS TOLLWAY AUTHORITY SOUTHWEST PARKWAY (SH f 2 f T) RIGHT—OF—WAY PLAT TRACT 09-10 PT6 AREA: o.775 Ac. OWNER: THE STATE OF TEXAS AUGUST 13, 2009 1 SCALE: 1' v 60' w Z Ld z 2 ET ROW MARKER gl 305/ 5 REMAINDER OF BLOCK 1 BROOKLYN HEIGHTS SEo o ?N VOLUME 63, PAGE 13 ER e?°QoF PP « �co P.R.T.C.T• h Z a ��� M� .Tr Wh V ? 00 a Z Q /� Z �PS2�\� Fj�J66 :G� SE( oc � J � v�ME p a �1 Joao 3 q3Ab pt1 �39' k8'1 • �O o,W Ey,�SZpEG`NP( ��j �� RpV1 R�GNSH 1'L1 � � SEt RKEP CURVE TABLE CURVE I RADIUS I DELTA I ARC C-1 1 4-009. -r1 OX 1 '33 1 -22 .1 1 C-2 1 3247.17 01'4 9 103.41 LEGEND PROPOSED R.O.W. LINE+�. PROPERTY LINE 16 t6— SURVEY LINE re E EXIST. EASEMENT LINE CNTL OF ACCESS LINE ('C OF A' PARCEL NUMBER RECONSTRUCTED CORNER ls-r SURVEYED ON THE GROUND 15, 2002 RICHARD KENNEDY, RPLS No. 5527 �Q Q IN 'ss0� �� T. WHITE SURVEY ABSTRACT NO. 1636 LINE TABLE LINE BEARING DISTANCE L-1 N 00'26' 15"E 34.20' L-2 N 72'17'00"E 4.24' L-3 N 7224'49"E 15.05' L-4 N 72'30'41 "E 1 15.04' L-5 N 72'3435"E 15.02' L-6 N 72'36'32"E 15.01' L-7 N 26'34'46'VV 27.64 �4 G A-7 RICHARD KENNEDY r 5527 Q 60 30 0 60 SUR SCALE IN FEET PAGE 6 OF 6 PAGES STAIR ROAD. SUITE 50 FORT WORTH, TX.- PH. 817/496—,1424 FAX 817/496- W. B. CONNER SURVEY NOTES: ABSTRACT NO. 288 (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83 , NORTH CENTRAL ZONE, UTILIZING A TXpOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT (4) RIGHT—OF—WAY MARKERS ARE 5/8' IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA & ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE (5) ACCESS IS PROHIBITED ACROSS THE 'CONTROL OF ACCESS LINE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT NORTH TEXAS TOLLWAY AUTHORITY SOUTHWEST PARKWAY (SH121 T) RIGHT-OF-WAY PLAT TRACT 09-10 PT6 I AREA: o.775 Ac. OWNER: THE STATE OF TEXAS 1768 AUGUST 13, 2009 SCALE: 1' W Tract 09-10 Pt8 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 1 of 3 Pages Being a 0.379 acre tract of land situated in the W.B. Conner Survey, Abstract No. 288, City of Fort Worth, Tarrant County, Texas, said 0.379 acre tract of land being a portion of Lot 1-R, Block 2-R of Factory Place Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388-167, Page 59 of the Plat Records of Tarrant County, Texas, said Lot 1-R being deeded by Marcia Lee Anglin Cato, Independent Executrix to Marcia Lee Anglin Cato by Deed dated May 13, 1997 and recorded in Volume 12766, Page 549 of the Deed Records of Tarrant County, Texas, and being a portion of Lot 1, Block 2-R of Factory Place Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388-42, Page 42 of said Plat Records of Tarrant County, Texas, said Lot 1 being deeded to Ada M. Carr as recorded in Volume 16704, Page 110 of said Deed Records of Tarrant County, Texas, said 0.379 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 518 inch iron rod with blue cap set for the south corner of said Lot 1-R, said 5/8 inch iron rod with blue cap being in the existing south right-of-way line of State Highway 121, said 5/8 inch iron rod with blue cap also being in the northwest line of a tract of land deeded to Union Pacific Railroad Company as recorded in Volume 13215, Page 130 of said Deed Records of Tarrant County, Texas, said 5/8 inch iron rod with blue cap having grid coordinates of N=6,948,825.21 and E=2,314,106.19, said R.O.W. Marker being 166.93 feet left of and at right � I angles to centerline station 440+48.53 of the proposed centerline of State Highway 121; (1) THENCE North 34 degrees 37 minutes 43 seconds West, with the southwest line of said Lot 1-R, with the north line of said Union Pacific Railroad Company tract of land and with the existing southeast right-of-way line of said State Highway 121, a distance of 45.08 feet to a R.O.W. Marker set for corner in the proposed right-of-way line of said State Highway 121, said R.O.W. Marker being the beginning of a Control of Access Line, said R.O.W. Marker being 121.86 feet left of and at right angles to centerline station 440+49.67 of the proposed centerline of State Highway 121; (2) THENCE North 58 degrees 46 minutes 17 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 353.26 feet to a R.O.W. Marker set for corner in the northeast line of said Lot 1-R and the southwest line of said Lot 1; (3) THENCE South 65 degrees 02 minutes 46 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 54.16 feet to a R.O.W. Marker set for the most easterly south corner of said Lot 1, said R.O.W. Marker being the intersection of the proposed southeast right-of-way line of said State Highway 121 with the existing southeast right-of-way line of said State Highway 121, said R.O.W. Marker also being in the northwest line of said Union Pacific Railroad Company tract of land, said R.O.W. Marker being the end of said Control of Access line; CORRONDONA & ASSOCIATES, INC. 67(7 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 917.496-1424 FAX 817496-1768 Tract 09-10 Pt8 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 2 of 3 Pages (4) THENCE South 58 degrees 46 minutes 17 seconds West, with the existing southeast right- of-way line of said State Highway 121, with the southeast line of said Lot 1 and with the northwest line of said Union Pacific Railroad Company tract of land, passing at a distance of 28.05 feet a 1/2 inch iron rod found for the south comer of said Lot 1, said 1/2 inch iron rod being the east corner of said Lot 1-R, in all, a distance of 380.73 feet to the POINT OF BEGINNING, and containing 16,515 square feet or 0.379 acres of land, more or less. Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD- 83, North Central Zone, utilizing a TxDot Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND April 25, 2005 Richard Kennedy RICHARD KKENNEDY Registered Professional Land S .,p 5527 No. 5527 ss�° GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817496-1424 FAX 817-49& 1768 t � CONCRETE ST. FND 3/4-IR 40` / FND 1 /2-IR be r �C.On `�B� i rs+�Q►Q 9yo6 1�01 / �,�' �.P'4j,�► 4� GPO 9 s� s ........... ................... , Q� LEGEND PROPOSED R.O.W. LINE�� PROPERTY LINE SURVEY LINE EXIST. EASEMENT EASEMENT LINE — — CNTI- OF ACCESS LINE ('C OF A7 PARCEL NUMBER RECONSTRUCTED CORNER ROC SURVEYED ON THE GROUND AUGUST 15, 2002 KENNEDY. RPLS No. 5527 A do ASSOCIATES, INC. X 6707 ORE .Ir O� P. O.B. SET 5/8-IR BLUE CAP N=6,948,825.21 E-2,314,106.19 188.93' LT. 440+45.53 0 OF RICHARD KENN-E�DDY � 5527~ 92��fSS Ici�,��0 SUR STAIR ROAD. SUITE 50 P4 ipr p'R rC,T NG��IpI�, �0 \ `p P 'T pN FND 1 /2-IR SET ROW MARKER '0 S �� ��� DQo GOB ,.: Q 0� PG N1 NOTES: A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH �(1) In* ACCOMPANIES THIS PLAT. Q� (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE UNION PACIFIC SURFACE. RAILROAD COMPANY VOLUME 13215, PACE 130 (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON D.R.T.C.T. THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE, UTILIZING A TXOOT SURFACE FACTOR OF 1.D0012 FOR THIS PROJECT (4) RIGHT-OF-WAY MARKERS ARE 5/8' IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA & ASSOC INC FORT WORTH T1 CAS', UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE 'CONTROL OF ACCESS UNE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY. NORTH TEXAS TOLLWAY AUTHORITY I 60 30 0 60 SOUTHWEST PARKWAY (SH121 T) RIGHT —OF —WILY PLAT SCALE IN FEET TRACT 09-10 PTO AREA: 0,379 AC. PAGE 3 OF 3 PAGES OWNERS: MARCIA LEE ANGLIN CATO & ADA M. CARR WORTH. TX. X PH. 017/495-1424 FAX 817/496-1766 MAY 18, 2009 1 SCALE 1' - 60' EXHIBIT B-6 APPROVED LEGAL DESCRIPTION OF PARCEL 58E — PTI [follows this page] B-6-1 DAL:0567318/47205:1851513 v 10 Parcel No. SSE-PT1 ROW CSJ: 0504-02-018 Date July 10, 2009 Exhibit A, Page 1 of4Afs Being a 7.500 acre tract of land situated in the S. C. Inman Survey, Abstract No. 824, City of Fort Worth, Tarrant County, Texas, said 7.500 acre tract of land being a lion of the FortWorth Davidson Yard of the Union Pacific Railroad Company, said 7.500 acre tract of land being snore particularly described by metes and bounds as follows: COMMENCING at a 60d nail found for the most westerly southwest corfler of a 10.24 acre tract of land (by deed) deeded to the Texas & Pacific Railway Comp ny as recerded in Volume 963, Page 273 of the Deed Records of Tarrant County, Texas; THENCE North. 89 dtgrces 37 minutes 31 seconds East, with a south line of said 10.24 acre tract of land, a distance of 359.66 feet to a fence corner post found for the most easterly southwest corner of said 10.24 acre tract of land; THENCE North 00 degrees 55 minutes 03 seconds West (Radian Bearing), a distance of 484.21 feet to the POINT OF BEGINNING, said point having grid coordinates, of N= 6,945,313.17 and E= 2,310,262.57, said point being 84.00 feet left of and at right angles to centerline station 496+18.74 of the proposed centerline of State Highway 121; (1) THENCE North 24 degrees 25 minutes 54 seconds West, a distance of 168.00 feet -to a point for the beginning of a curve to the left having a radius of 1348.39 feet, a central angle of 43 degrees 26 minutes 29 seconds and whose radius bears a radial bearing of North 24 degrees 25 minutes 54 seconds West; (2) THENCE with said curve to the left, an arc length of 1022.35 feet to a point for corner; (3) THENCE North 22 degrees 07 minutes 37 seconds East, a distance of 270.08 fbe# to a point for corner; (4) THENCE North 37 degrees 11 minutes 34 seconds West, a distance of 1897 feet: a a point for corner; (5) THENCE North 52 degrees 48 minutes 27 seconds East, =&Ammwaf l point for corner; (6) THENCE North 22 degrees 07 minutes 37 seconds East, a distance of 207.44 feet -to a point for the beginning of a curve to the right having a radius of 1,516.39 feet, a c entral angle of 03 degrees 19 minutes 41 seconds and whose radius bears a radial bearing of South 67 degrees 52 minutes 23 seconds East; GORRONDONA & ASSOCIATES, INC. 6707 BRENIIVOOD STAIR ROAD SUITE 50 PORT WORTH,'rLx.AS 76112 81749& L474 FAX RI7-4y{� I7$R Parcel No. 5SE-FT I ROW CSJ- 0504-02-018 ]later July 10, 2009 Exhibit A, Page 2 of 5 Pages (7) THENCE with said curve to the right, an arc length of 88.08 feet to a point for corner in the apparent southerly right-of-way line of West Vickery Boulevard, said point being the beginning of a curve to the left having a radius of 1200.00 feet, a central angle of 03 degrees 04 minutes 24 seconds and whose radius bears a radial bearing of North 54 degrees 31 minutes 06 seconds West; (8) THENCE with said curve to the left and with 6 ,A^''Umt said West Vickery Boulevard, an arc length of 64.37 fed to s poini fbr7own , (9) THENCE North 32 degrees 24 minutes 30 seconds East, with the apparent sobdwo ` right-of-way line of said West Vickery Boulevard, a distance of 221,53 feet to a R OkW. Marker set for corner in the proposed northerly right-of-way line of said State liigay 121, said point being 67.46 feet right of and at right angles to centerline st4don 474+23.95 of the proposed centerline of State Highway 121; (10) THENCE South 54 degrees 49 minutes 20 seconds East, with a proposed westerly right- of-way line of said State Highway 121, a distance of 148.46 feet a R.O.W. Marker, set for corner in the proposed southerly right-of-way line of said State Highway 121 said R.O.W. Marker being the beginning of a curve to the left having a radius of 1884.86 feet, a central angle of 01 degrees 01 minutes 32 seconds and whose radius bears a radial bearing of North 35 degrees 34 minutes 19 seconds West; (11) THENCE with said curve to the left, an arc length of 33.73 feet to a point for cornet; (12) THENCE South 35 degrees 18 minutes 53 seconds West, a distance of 1040 feet to a point for the beginning of a curve to the left having a radius of 1348.39 feet; a central angle of 15 degrees 13 minutes 17 seconds and whose radius bears -a radW bearing. of South 52 degrees 39 minutes 06 seconds East; (13) THENCE with said curve the left, an arc lend of 35812 t to' a, point for earner; (14) THENCE South 22 degrees 07 minutes 37 seconds West, a digtaace of 214.47 feet to a point for corner; (15) THENCE South 31 degrees 32 minutes 48 seconds East, a distance of 23.92 feet to a. point for corner; (16) THENCE South 58 degrees 27 minutes 12 seconds West, a dis ee-of 32.54`Awn a point for corner ' GORRONDONA & ASSOCIATES, INC. 6707 BREKIVOOD STAIR ROAD SUITE 50 FORT WORTILI-E " 16112 VI749&1414 I'AX 917.4%4 k761 Parcel No. SSE -PT] ROW CSJ: 0504-02-018 Date- July 0. 2009 Exhibit A, Page 3 of 5 Pages (17) THENCE Muth 22 degr6es.47 minutes 57 seconds West, a distKnce of 259.83 feet to a point for the beginning of a curve to the right having a radtu; of 1516.39 feet, s naal angle of 43 degrees 26 minutes 29 seconds and whose radius bears a radial bea ing of North 67 degrees 52 minutes 23 seconds West; (18) THENCE with said curve the right, an arc length of 1149.73 foot to the POINT 70F BEGINNING, and containing 326,705 square feet or 7.500 acres ofland, more or less. tea, Notes: #; (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway`121 All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of `l.0001, it this project. (4) Right -of -Way Markers are 5/9 inch iron rods with blue; ,$M. --'Me & Assoc Inc Fort Worth Texas", unless otherwise noted. GORRONDONA & ASSOCIATES, MC. 6707 bRDTrWOOD STAIR R a $UM. s0 PORT WWTH. TFXAS 76112 40749" W FAX U749&1766 Parcel No. 58E-PT1 ROW CSJ: 0504-02-018: Datir. July 10t 2009 Elbibit At Pao 4 of, f—Pages Special Nate: Gorrondona &. Associates, Inc. could not locate any document m (deeds, easements, agreements; etc...) regarding the location off"ft south right-of-way line of West Vickery Boulevard along the common property owned by the 'Onion Pacific Railway Company. Gorrondona & Associates, Inc. utilized two research companies and also contacted various City of Fort Worth officials along with researching the city reds and, wive vaults and contacting Union Pacific Railway Company Real Property Department. After research failed to recover -any Y documentation, Gorrondona & Associates, Inc. was instructed by the City of Fort Worth to offset 9.5 feet south of and parallel to the existing south curbline or projected south curbline of West Vickery Boulevard. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT .Tw, SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND -`AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION a ARE THE SAME. SURVEYED ON THE GROUND Mays 2005 Richard Kennedy Ri 3406 1 ANNEM Registered Professional Land r+o 27 No. 5527',;ti;sac o SUR`�� ' GORRQNDON A & ASSr :ZATJ-$, INC:. 67(r7 JURF N WOtku SfALR ROAD SUM 50 FORT WORTH, TEXAS 76112 1i7-496-1424 FAX 01749&1760 LINE TABLE LINE BEARING DWANCE L-1 N 24 23'St 1�Y 168.00 L-2 N 22 0 270.08 L-3 N 3T1 18.9 L-4 N 5 27 31.97 L-5 N 22.0 . L-8 N 32'24 30 221.53 L-7 S jf4A#20 148.46' L-9 S 3WI8'53W10,40 L-10 S 22 7 7 2 4:47 L-11 S 92 L-12 S 5$ 7) 32.54 L-13 S 37 259.83 UNDO 10 PACORC �RAILROAD tOposm \AT3 P.0 FNO e&d NAIL N-8,945,313.17 z E+2.310.282 57 y � 49" 1 IFM .FENCE CORNER POST TRINITY RIVER SPECLAL NOTE., GOWOMM A A'SSOfAA M INC. COULD NOT LOCATE ANY DOCLMEMA77011 (OFID3, 6AIEMEMS N18 ETC ..)FEwjcM THE LOCATION of THE 901511f iMGFR-OF+IYAY L11E OF WEST VIC1 M 8CULLVARD ALONG 'THE COMMON PTIOPERIY OWNED By THE UNION PACIFIC RADYSAY COMPANY. 4ONWHOONiA O ASSOCIOM INC. UTRIYm TWO RESEARCH CONFANES AND AL90'CONTACT0 VARIOUS CITY OF FDRT WORTH OFFICiNS ALONG WITH REWAtMANG THE CITY RECORDS AHU ARCHIVE AAA4>Z1S AND CONTACINIG UNION PACIFIC RMLNAY COMPANY RELY. PROPERTY ORWTM NT. AFTER RESEARCH FAILED TO RECOYiR NAY DOLIRYQIR1Tl014 DOw1 $ ASSOCIATES. INC. WAS ffSTRLICTa] BY THE CRY OP.FA1tC W=TN TO OFVX1 OX SOUTH OF AND PARALLEL TO THE r'It D1G SOUTH CUFS1NE OR PROJECTED SOUTH CURBtWE OF HEST VVICCIWRIY "OUL LVARD. LEGEND PROPOSED R.O.W. LINE PROPERTY SURVEY LINE LINE Ao - ` EMT. FALSEMEI+T LINE ©F�,,1 CNTL of ACCESS LINE Q f 15 T�4,'• PARCEL NUMBER RECONSTRUCTED CORNER RCC RICHARD KENN SURVEYED ON THE GROUND MAY 7. , ss tj tj RICHARD KENNEVYj. RPL'S, No. 5527 s � GORRONDONA &-AMCU"' M INC.* 6707 BRENTWOOD STAIR ROI his ST /rFRye Q�< V. cTIR' DAT�wA �VqR RADW,1,' O e.44.2+a'3e• m ARC-1112-V 67,48' I :jz 474 2 h L-3 58E—PT1 C 'S `° t L-12 ,o.34 ACRES UNOON PACIFEC TD(AS & PAC61C RAS,WAY COMPANY E, MLROAD VOLUME 4BS, PAGE 273 DAT.G.T. S. C. INMAN SURVEY ABSTRACT NO. 824 DETAIL "A" ?Rl�' I PROPOSP� FOOK-OF-WAY —r 58—PT2 CURVETABLE CURVEI RADIUS I DELTA ARC G-1 ' 43.26'29" 1022m, C-2 5 6. 9 03' 19 41 C-3 1200.00 O3'04 24 64.37 C-4 1864ti86 OrOV3Z 33,73 ' C—5 1348.39 1S'13'17 C-6 15 .E ?r NOTES: J? (1) A LEGAL DESCRFTXNI OF 107E1i SURVEY DATE HEREWITH I ACCOMPANIES VIS KAT. j KQW4GS ARE (2) dfMY 21 aE NGS 00 MUNCES SHOWN ARE SURFACt (3) E COORDINATES. SHOWN ARE GRID COORDINATES, 5 BASED ON 7HE TOM COORDINAU SYSTEM. NA0-63. L-9 NORTH CENTRAL ZONE. UTILUI UG, A TXOOT SURFACE FACTOR" OF 1.00012 I.OR THIS PROJECT. (4) RIGHT -•OF -WAY MARKERS ARE 5/8° .IRON RODS WITH BLUE CAPS STAMM *0ORRONDONA &. ASSOC INC FORT WORTH TD(Ar, UNTE'SS NYTT'ES3 OTHU M SE. 300 150 0 300 NORTH TEXAS TOLLWAY AUTHORITY 77 STATE H1SGHWAY 121 SCALE tN FEET 1;viGBT"-t�, i' dY pw „ b PARCEL MD .':'=17"F1 ESMr eFA7— Ac .: PAGE 5 OF-5 PAGES'PrvcIFIC ROW CSJ: ' 0504-•02-018UNION ir1 RGAo', WORTH, TX.-•., PH, 817/496744,24 'FAX 817/496-1768 Ju— , 10, 2004., BCAGE 1' 300"' EXHIBIT B-7 APPROVED LEGAL DESCRIPTION OF PARCEL 58E — PT2 [follows this page] B-7-1 DAL:0567318/47205:1851513 v 10 Plarcel Na: 58�PT�- ROW ,CSJ: 0504-02-018 Date: July 10, 2009 ExluRb*A; Page 1-of 4 Pages Being a 2.740 acre tract of land situated in the S. C. Inman Survey, Abstract No. 824, City of-, Worth, Tarrant County, Texas, said 2.740 acre tract of land being a portion of ;the FortWorth Davidson Yard of the Union Pacific Railroad Company, said 2.740 acre�,tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 60d nail found for the most westerly southwest corner of a 10.24 acre- tract of land (by deed) deeded to the Texas & Pacific Railway Company as:,,woorded in Volume 963, Page 273 of the Deed Records of Tarrant Couhty, Ttias; THENCE klorth 89 degrees_37 minutes 31 seconds East, with a south line of said 10.24 acre tract of lands a .distance of 359.66 ' feet to a fence comer post found for the most easterly southwest corner of -said 10.24 acre tract of land; THENCE North 21 degrees 32 minutes 20 seconds East (Radiai'Bearing), a distance, Of - 1862.14 feet to the POINT OF BEGINNING, said point being itt the apparent southerly,right- of -way line of West Vickery Boulevard, said point having grid Coordinates of N-6,946,560 98 and E=2,310,953.89, said point being 160.95 feet right of and at right angles to centerline station, 479+21.44 of the proposed centerline of State highway 121, said point also"being the beginning of a curve to the left having a radius of 1200.00.feet, a central angle of 06 degrees 13 minutes.32 seconds and whose radius bears a radial bearing of North 42 degrees 55 minutes 36 seconds West; (1) THENCE with said curve to the left and with the apparent southerly right-of-way line of said West Vickery Boulevard, an arc length of 130.39 feet to a point for corner; (2) THENCE South 17 degrees 03 minutes 14 seconds East, a distance of 127.99 feet`to a. point for corner; (3) THENCE North 52 degrees 48 minutes 26 seconds East, a distance of 33.88 feet to a point for corner; (4) THENCE South 37 degrees i i minutes 34 seconds East, a distance of 36.00 feet to a point for corner; (5) THENCE South 52 degrees 48 minutes 26 secondsWest a distance of 47.08 feet to a. point for corner; (6) THENCE South 17 degrees 03 minutes 14 seconds East, a distance of 105.78" feet. to -a point for comer; (7) THENCE North 58 degrees 27 minutes 12 seconds East, a distance of 27.76 feet to a point for corner; GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817496-1424 FAX 817.496-1768 (11) THENCE South 64 degrees 52 miAutes 42 sods, West,. wfth a,tpAhwost liho otk Trinity River, a distance of 115.14 feet toa point;for; (12) THENCE North 17 degrees 03-fiirtutes 14 ponds West, a dr taut of 26�4'l e t taa point for corner; (13) THENCE North 31 degrees 32.minutes-48 seconds West, adistance of 34.0Q" fe ; o a:; . point for corner; (14) THENCE North 58 degrees 27 minutes 12 seconds East, a distance of:8.79 feet to a point for corner; (15) THENCE North 17 degrees 03 minutes 14 seconds West; & distance of 93.44 feet to a point for corner; (16) THENCE North 37 degrees I 1 minutes 34 seconds West, a distance of 36.00 feet;�lo a point for corner; (17) THENCE North 52 degrees 48 minutes 27 seconds East; .a instance- of 13.20, feet to a ' point for corner; (18) THENCE North 17 degrees 03 minutes 14 seconds West;,adis#ance-bf- 06.64e fide POINT OF BEGINNING, and containing 119,350 square feeA.-or-2:740 acres, land, more or less. GORRONDONA & ASSOCIATES, INC. 6707 BRENTWlOOD STAIR GOAD SUfI1 3Q FORT WORTH TEXAS 761#2 $I3 445,1424 FAX ii] 4 iibg T ROW M-45 .0 Date.. July 1%,2000, Exhibit, -A, Page3'Vf 4-tges (1) A plat of even surveydate herewith accompanies this legal4csediption. (2) All bearings arareferenced to the project control for State Highway. 121. All bearings and distmops are surface. (3) All coordinates are grid. coordinates, based on -the Texas, -Coordinate, Systeml NAD-83, North Central Zone, utilizing, a:TXDoT Surface Factor of 1.0"0012-hr'.7 this project. (4) Right -of -Way Markers are 518 incliiron-rods with.blue�papsztampod�'"Goci xr & Assoc Inc Fort Worth Teus", w.il[en'�otharwise,, noted. Special Note: Gorrondona & Associates, Inc. could not locate any documentation (deems; easements, agreements, etc...) regarding the location of the south right-of-way line of West V'ickety Boulevard along the common property owned by the Union Pacific Railway Company, Gorrondona & Associates, Inc. utilized two research companies and also contacted various City of Fort Worth officials along with researching the city: records and archive vaults and vooWting Union Pacific ic Railway Company Real Property Department. After research failedtoxoOmw_ -any documentation, Gorrondona & Associates, Inc. was instructodby the- Qty of Fort. Wbrik-tooffRet 9.5 feet south of and parallel to the existing south cutblim vr; projected- south' --,West Vickery Boulevard. I HEREBY CERTIFY TO THE NORTH TEXAS TOLWAY AUTHORITY T'HAT4M, IS SURVEY PREPARED BY ME WAS ACTUALLY MADEA PON THE. GROUND ADD THAT IT AND THE INFORMATION, COURSES, AND D19TANCES TI-WREPO' ARE CORRECT AND THAT TM T]'r'TLE LINES. AND LINES OF ACTUAL POSSMION ARE THE SAME. SURVEYED ON THE GROUND MaL,7,2005 Richard Kennedy R ti�d I �41A ssl®R '1001), NEB V Registered Professional Land o15527 No. 5527 S6 GOPLRONDONA & ASSOCIATFS, MC. 6707 BUNCIVOOD STAIR -ROAD SUITE 50 FORT WOPUL TFAAS 74112 817406-1424 fAX , .. ". : f�. FWD SIM A OILROAD of -run' Q�� S C INMAN SURVEY ABSTRACT NO. 824 g4R*ff--OF—WAY E cuRVE DATA RADUS-1432M' e-"29'3e•POSED ARC-1112.3T 1g,2 14' N 21.32 20�E FND FENCE CORNER POST TRINITY RIVER CNTL OF ACCESS LINE lcao' A. Ni3 m ,muM-evt CORNER. RCC SURVEY 7HQ D WAY 7, 2oos 16o.95' RT. Nr8,946,560.98 479+21.4 E�2 310,953 89 P.O.B. L-7 �. �ggg au a t� L-8 efif 10.24 ACRES ,� _ ARC."f17,R" RTAi�L~WAY COP' i" •. z ,�' 58E—PUFIC �raen n a n�a VOLUME 9B3• PACE 273 �► �i J UNOO 1 PACIACs D.R.T.C.T.K INS RNLROAD .CURVE 'TAB cuaVER+�o1uS "rI AN o�� vN lF t= Sir R C-1 1 00. 1 :3r, NOTES: CITY � �raS, (1) AM 'DEOCR1PMN OF': SGIR V MR ITY or A100011PWEs im OLAY To t? (2) 9F iw;s AM ROM "To" [E- Wr ry � �.CONTROL FOR WX `�8 /IRIN65 � ' 18CAJ[h , .AND DISTANCES- %i2, . Ai�� CRID 0001ibINi1TE5� e�sEb " I N CE..unuz+ kg5a FACTCR O` T3b@t ftR RIMS wrtkt �La> rips srM� '�%IDbNIC &or 300 150 0 300 NORAI A° 4 kALE +'�1? PAGE 4 OF .4 PAGES ROIN CSJ 4504 t12-G $k� ! RIAM aitrr ;S7NR RpAD,,. SIATE, 50 ; PH . 81 i .498-1:42fi , : "" 8�768i ( .. 1''' EXHIBIT B-8 APPROVED LEGAL DESCRIPTION OF PARCEL 58E-PT1 [follows this page] B-8-1 DAL-05673 18/47205:1851513v 10 Parcel No. 58&PT1 ROW CSJ 0504-02.018 Date: July 2409, ExIdIbitmA, Page I�bf 5 >pages Being a 7.500 acre tract of land situated in the S. C. Inman Survey, Abstract No. 824, City of Fort Worth, Tarrant County, Texas, said 7.500 acre tract of land being a portion of the Fort Worth Davidson Yard of the Union Pacific Railroad Company, said 7.500 acre tract of land being mare particularly described by metes and bounds as follows: COMMENCING at a 60d nail found for the most westerly southwest comer of a 1014 -acre tract of land (by deed) deeded to the T=,js & Pacific Railway Company as�recorded in. Volume 963, Page 273 of the Deed Records -of -Tarrant County, Texas; '1 ENCE North $9 degrees.. 7 minutes 31 seconds East, with a south line of said 10:24 acre tract of land, a distance of 359.66 feet to a fence corner post found for the most easterly southwest corner of said 10.24 acre tract of land; THENCE North 00 degrees 55 minutes 03 seconds West (Radial Bearing), a distance of 484.21 feet to the POINT OF BEGINNING, said point having grid' coordinates of N 6,945,313.17 and E= 2,310,262.57, said point being 84.00 feet left of and at right angles to centerline station 496+18.74 of the proposed centerline of State Highway 121; (1) THENCE North 24 degrees 25 minutes 54 seconds West, a distance of 168.00 feet to a point for the beginning of a curve to the left having a radius of 1348.39 feet, a central angle of 43 degrees 26 minutes 29 seconds and whose radius bears a radial bearing of North 24 degrees 25 minutes 54 seconds West; (2) THENCE with said curve to the left, an arc length of 1022.35 feet to a point for corner, (3) THENCE North 22 degrees 07 minutes 37 seconds East, a distance of 270.08 feet to a point for corner; (4) THENCE North 37 degrees 11 minutes 34 seconds West, a distance of 18.97 feet to, a point for corner; (5) THENCE North 52 degrees 48 minutes 27 seconds East, a distance of 31.97 feet to a. point for corner; (6) THENCE North 22 degrees 07 minutes 37 seconds East, a distance of 207.44 feet to a point for the beginning of a curve to the right having a radius of 1516.39 feet, a central angle of 03 degrees 19 minutes 41 seconds and whose radius bears a radial bearing, of South 67 degrees 52 minutes 23 seconds East; GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITESO FORT WORTH, TEXAS 76112 817496 1414 FAX 817496-1768 1P-areel No. 58E-PT1 RtQW ( : 0504=0 ?18 Ante; duly 10 2009 ExWbit A, Page 2 ofS-Pages (7) THENCE with said curve to the right, an are length of 88.08 feet to a point for corner in the apparent southerly right-of-way line of West Vickery Boulevard, said pointtieing the beginning of a curve to the left having a radius of 1200.00 feet; -a central angle of '03 degrees 04 minutes 24 seconds and whose radius bears a radial bearing of North 54 degrees 31 minutes 06 seconds West; (8) THENCE with said curve to the left and with the apparent southerly right-of-way line of said West Vickery Boulevard, an arc length of 64.37 feet to a point for comer; (9) THENCE North 32 degrees 24 minutes 30 seconds East, with the apparent -southerly right-of-way line of said West Vickery Boulevard, a distance of 221.5.3 feet to a —O.. Marker set for comer in the proposed northerly right-of-wayline of said State -Highway 121, said point being 67.46 feet right of and at right angles to centerline station 474+23.95 of the proposed centerline of State Highway 121; (10) THENCE South 54 degrees 49 minutes 20 seconds East, with a proposed westerly right- of-way line of said State Highway 121, a distance of 148.46 feet a R.O.W. Marker�set'for comer in the proposed southerly right-of-way line of said State Highway 121, said R.O.W. Marker being the beginning of a curve to the left having a radius of 1884.86 feet, a central angle of 01 degrees 01 minutes 32 seconds and whose radius bears a radial bearing of North 35 degrees 34 minutes 19 seconds West; (11) THENCE with said curve to the left, an arc length of 33.73 feet to a point for comer; (12) THENCE South 35 degrees 18 minutes 53 seconds West, a distance of 10.40 feet to a point for the beginning of a curve to the left having a radius of 1348.39 feet, a..central angle of 15 degrees 13 minutes 17 seconds and whose radius bears'a radial bearing of South 52 degrees 39 minutes 06 seconds East; (13) THENCE with said curve the left, an arc length. of 358.22 feet to a point for corner; (14) THENCE South 22 degrees 07 minutes 37 seconds West, a distance of 214.47 feet to a point for comer; (15) THENCE South 31 degrees 32 minutes 48 seconds East, a distance of 23.92 feet to a point for corner; (16) THENCE South 58 degrees 27 minutes 12 seconds West, a distance of 32.54 feet to a point for corner GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817496--1424 FAX 817496-1768 Pairs Nq,�5MPTI ROW0502410` Dates J* 10 -2009 , - Exhlblt A; TPase 3 of 5 A' p h (17) THENCE South 22 degrees 07 rninuies 37 sends: 'West, a distance o1- 259.83feet o e " point for the beginni> g of a curvy to the avi[hg a redi 'Hof 1516;�9 angle of 43 degrees 26 minutes 29 seconds and whose radius beam, a Tadial,hOam 0 North 67 degrees 52 minutes 23 seconds West; (18) THENCE with said curve the right, an are length of 1149.73 feet to the P10iL>%F BEGINNING, and containing 326,705 square feet or 7.500 acres of land, more or less Notes: (1) A plat of even survey date herewith aepai+ea his legal d!iuilation;. (2) All bearings are referenced to the project ontrol for State I-E ghway 121;. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are. 5/8 inch iron rods with blue peps stamped " Corrond. ona & Assoc Inc Fort Worth Texas", unless otherwise noted. GORRONDONA & ASSOCIATES, WC. 6707 BRENTWOQUSTAIR ROAD SUITE 50 FORT WORTH. TEXAS 761.12 917-496-1424 FAX 817.496-1768 Special Note: Gorrondom & . Assodates, Inc. could not Locate any . do entat'tan (dam, eas , agreements, etc...) regarding the location of the south right�of-way I t ie -of 'L3T�t )sky Boulevard along the common property owned by the Union Pacific. Railway GAY Gorrondona & Associates, Inc. utilized two research companies and Also contacted va©ous of Fort Worth officials along with researching the city r ards .aftd archive Union Pacific Railway Company Real Property Department. After research.€aded t re-- y. documentation, Gorrondona & Associates, Inc, was instructed by the City -of Rott,Worth-to offiet 9.5 feet south of and parallel to the existing south curbline or projected.,south urbline of West Vickery Boulevard. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AU` HOPJTY MT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON TEE- GROUND- AND THAT. IT AND THE INFORMATION, COURSES, AND DISTANCES 1IKOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND May-L 2005 � T 1 Richard Kennedy tRid��AR6']K'NNFM Registered Professional Land2 No. 5527ss�,t GORRONCr Hk & ASSOQATES, NC, 6707 BRRN7wDo11 STMP ROAD 2Uri-_ sa FORT WOO.111,"1 hGu 75112 917-i#&1424 FAX 91749&L769 UN TABLE LINE SEAR110 DISTANCE L-1 24' 54- 168.00 L-2 N 22'07 37 27MW L-3 N T11 34 1 L-4 N no L-5 N 22 7 3 L-6 N 324 30 . 2' 1. 53 L-7 5 `4s 0 "I". L-9 S 35' 53 10.40 L-10 S" 22'0 7 V 214i 7 L-11 S 1' 2 .9 L-12 S,58'2712 -S-0WT7V--ff9-A3r- 32 L-13 UNION PACIFIC �n0►rt-aF-wY PAAMUS-114J -M' TO P1osta G�44'2B'3e' NOW- F-WAY 1 1 - ARC12.33' � 6746' RT. s-74+23,95.1 i� ck _ Z It r-L-4 n_� rC -3 _ �( P.O.B 1�w FND eod NAtI. N�8,945,313.17 E-2,310,282.57 •z'+^:-• y 84.00' Nx 406+18• c TRINITY RIVER SPMO,. "m OORRONDOM & ASSOMS. W- CD= WOT LOCATE MY OOCUMENtAi10N fASEME M AOREE]IMM M. Mfi0AR1 M of "LOCATION OF TW 90M R% f•CF-WAY WE OF WEST HEMP OU VAM ALONG lib 0011M- PROPERIY'OWN0 Of THE bWbk PACIFIC RAMXW =VMM oORAOImOPM & A390Cx1TE5 NO UIMM TWO RE56WCH COMPANn *0 A90'COl1fAC,w VAR04 Y..GW' FORE WORTH OFTKULS AVW WITH MWARMW THE a REcowS ANp:AF1C}#QE.'%w 1r3 AND COWAMWC UNION PAC= WMXN . COMPANY PEA1, PROPEMTY OEPARCIKEfiT. AF`1ER RESEARCH FA r RECOVER ANY DOCUI{i1RTI0W, ONA & AS90dAiE!3 .R.'lWS nvslRuctED 6Y THE' QfY off' WbRIH TO art�sE'r B D' soulw uF AND PARALiFl TO TItE,EXJSf W= CL" ME OR PROJEC.M SOUtH CUIISIME OF ww"V1C RY 6000VARD. LEGEND "1 PROPOSED R.O^ U NE®� PROPERTY LINE-hl SURVEY LINE DaST. EASEMENT L106. + OF CNTL OF ACCESS U t PARCEL NUMBER 07 ,Si1 RECONSTRUCTED CORNER RCC `X;.200 MCHARD KENNDY SURVEYED ON THE GROUND MAY RICHARD KENNEDY, RPLB No. 5527 GORRONDONA & .A5SOCNIFS INC.-! 6707 BRENi1N0Op. TAIW M SUITE 10,24 ACRES TEX4 & PACIFIC RAILWAY COMPANM Vfk,U1d@ 863, PACE. 273 DETAIL 'A" (t) A LEGAL IES ItfQF Af:COtiTpMtIES HISO (2) ups. ICI MR Itit`.ttN91Y.131. St10�Vwfit TI�EI''00"NIlTE:5. "OWN BAsol OR THE TEXAS CO NORTH INTRAi ZONE, V FACT�t"QF.1�D012 .. , (4) R*fT-wOF- *AY OLVE LAPS STMOED '00 WORTkk WYAA UNLESS N 300 1.50 _ A ,30.0 NoRTH 1-{ §"bkt fit Fes' s PARCEL NO. PAGE 5 OF ' 5 PAGES" UN�CN PACIFIC ROW GSJ: `0504-02-018 L-3 58£—PT1 N t. L-12 UNION pAvFucC MLROA® S. C. INMAN SURVEY ABSTRACT NO. 824 rL SEE a� � OESAR 'A' *o $ cxK+a+e , 41-c RA AIs AtttSe717.° CURVE TABLE CURVE . RADIUS :. DELTA ARC C-1 43' 6` 9 . 1022-31 , C_2 i , C- 120040 04 # 64 3 C-4 1884,8 01'01'32 337 C-5. 1348.39 15'13'17 358.22 C•-6 1518.39 43'26 29' 73' EVETI SURVEY DATE 0 TO THE PRDJECI" = TAOL WEARIAG.S MID OIStMOM g EXHIBIT B-9 APPROVED LEGAL DESCRIPTION OF PARCEL 58E-PT2 [follows this page] B-9-1 DAL:0567318/47205:1851513v 10 Parcel No. < Z-al n ROW Date:- July 10, 2009 Exh w A, Page -i'a 44'�t ' Being a 2.740 acre tract of land situated in the S. C. Inman Survey, Abstract No. 824 City oflort Worth, Tarrant County, Texas, said 2.740 acre tract of land being a portion of the Fort Worth Davidson Yard of the Union Pacific Railroad Company, said 2.740 acre tract of land bering,.more particularly described by metes and bounds as follows: COMMENCING at a 60d nail found for the most westerly southwest corner of a 10.24 acre tract of land (by deed) deeded to the Texas & Pacific Railway Company asrecorded in Voluine t 963, Page 273 of the Deed Records of Tarrant County, Texas; THENCE -Worth 89-ttegre minutes 31 seconds East, with a aoith line of said :10.24 xacre tract of land, a distance of feet to a fence corner post found°brihe most easterly southwest comer of said 1014 aaoAraet land; THENCE North 21 degreft; 3a minutes 20 seconds East (Radial -Bearing), a .distance a4f , 1862.14 feet to the POINT OF BE U04ING, said point being in the apparent southerly right of -way line of West Vickery Boulevard, said point having grid coordinates of N=fi,946,S00.98 and E=2,310,953.89, said point being 160.95 feet right of and at right angles to centerline station 479+21.44 of the proposed centerline of State Highway 121, said point also being the beg fining of a curve to the left having a radius of 1,200.00 feet, a central angle of 06 degrees 13 minutes 32 seconds and whose radius bears a radial bearing of North 42 degrees 55 notes 36 seconds West; = . (1) THENCE with said curve to the left and with the apparent sou#11er1ylt-o iay>�ad.of said West Vickery Boulevard, an arc length of 130.39 feet to a paint fore';. (2) THENCE South 17 degrees 03 minutes 14 seconds East, a distance of 127.99 fit` to a point for corner; (3) THENCE North 52 degrees 48 minutes 26 seconds East, a distance of 33.88 feet to a point for corner, (4) THENCE South 37 degrees 11 minutes 34 second- Bask JbAhisd. point for corner; (5) THENCE South 52 degrees 48 minutes 26 seconds West, a t point for corner; (6) THENCE South 17 degrees 03 minutes 14 seconds East, a distance of 105.78Ae W]a point for corner; (7) THENCE North 58 degrees 27 minutes 12 seconds East, a distance of 27.76 feet to a point for corner; GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, 7E W 76112 817-496-j424 Pareei No. 58F PT2 ROW CSJ- 0504-02-018 Date: July 10, 2009 It Exhibit A, Page 2 of 4 Pages (8) THENCE South 31 degrees 32 minutes 48 -seconds E&3t, a distance of 34,00 feet to a point for corner; (9) THENCE South 58 degrees 27 minutes 12 seconds West, a dista -Of36.5� point for corner; (10) THENCE South 17 degrees 03 minutes 14 seconds East, a tt point for corner in a northwest, lime of the T.ity River,AA I (11) THENCE South 64 degrees 52 minutes 42 seconds West, ... y Trinity River, a distance of 115.14 _feet to a point for corner; , (12) THENCE North 17 degrees 03 minutes 14 seconds. West, a distance of 725.47 feet to a point for corner; (13) THENCE North 31 degrees 32 minutes 48 seconds West, a- ' *f- W`* 1 point for corner; r:. (14) THENCE North 58 degrees 27 minutes 12 seconds East, $ distmft0f1 "F for corner; (15) THENCE North 17 degrees 03 minutes 14 seconds. Wesf, a- i' a point for corner; (16) THENCE North 37 degrees 11 minutes 34 seconds West, a distance of 36.00 fe t,to a point for corner; (17) THENCE North 52 degrees 48 minutes 27 seconds East, a distance of 12` point for corner; (18) THENCE North 17 degrees 03 minutes 14 seconds'""%- a f ;tlow POINT OF BEGINNING, and containing 119,350 st more or less. GORRONDONA & ASSOCIATES, INC. 6707 BRENIWOOD STAIR ROAD S! FTT- SG FM WDRTkL'IExoks 7ii C2 117-4964424 F X SC74%-1765 Parcel No. 5SE-PT2 , s [SOW CSJ. 0504-02418 Date- Daly 10, 2009 Exhibit A, Page 3 of 4 rages Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway nt-'An bearings and distances are surface. (3) All coordinates are grid coordinates, based o tht Texas Coordinate ,4 NAD-83, North Central Zone, utilizing a ,T T ftfhct, Factor of 1.000,12 fore this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona " & Assoc Inc Fort Worth Texas", unless otherwise noted. Special Note: Gorrondona & Associates, Inc. could not locate any documentation (deeds, easements, agreements, etc...) regarding the location of the south right-of-way line of West Vickery Boulevard along the common 'pro ty ovmad by the .Union Pacific Railway' C oirpany. , Gorrondona & Associates, Inc. utilized two research companies and also contacted various City. of Fort Worth officials along with researching the city records and archive vaults and contacting Union Pacific Railway Company Real Property Department. After research failed to recover any documentation, Gorrondona & Associates, Inc. was instructed by the City of Fort Worth to offset 9.5 feet south of and parallel to the existing south curbl ne or projected south curbline of'We_st Vickery Boulevard. I HEREBY CERTIFY TO THE NORTH TEXAS TO WAY AUTHOP ITY THAT' "PHIS l' SURVEY PREPARED BY ME WAS ACTUALLY MAZE UPON THE GROUND AND . THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND. LiNEs OI' ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND May 7. 2005 Richard Kennedy R W§D ENNE Registered Professional Land o� No. 5527�i' ss r r -w ' SUR GORRONDONA @ ASSOCIATES, INC. 6707 BFU M- Q0D STAIR ROAD 3URT.. 50 fM W, 0 XM IFXAS ?a 112 $17-4%-1424 FAX 917-19&1768 LINE TABLELINE WF 2 N 52481''*E. NG HIV,"' UNION PACIFIC RAILROADsr�/C 9 L-3 S 3T 11 34 38A0 PROPOSED Y yeO L-4 S 5248'28`W 47A8 L-5 S 1 TD3 1�4 105:78 "s �z4s 3+0'0; S. C. INMAN SURVEY q90 L-8s. N 331.32 t 3�.Oo ABSTRACT NO. 824 160.9544 N.8.310,580.98 479+21.44 E-2,310,953.89 PROPOSED L 10 N 58.2 12 8:79 P.O.B. FWIT-of-wAY La-11 N 1T03' 4 158-PT3 �FFa n aJRK DATA_ L-13 N 52'48'2 1320 �NF DRs 29a' '3r L-2 L-14 N I-TO39AW t0684 PROPOSED ARC-II12.33 Y 1 , FWD Wd NAIL �� 4p•Z 4 ::: 58—PT2 EEb LINE FROPO4D N 2�'3120'� 'L 4 Xa+rPROPOSED -oP-wAYLL g5 Ruff -,OF -WAY w.nW� FENCE R POST TRISITY RIVER O DONA It ASS0== INC. COIAO WT LOCATE ANY �aMT SOUIN-OF� 7 r6T rR BOULEVARD ALONG THE COMMON PROM" OWNED BY THE UNION PACING Rvuw CO~. oDRRao INA A ASSOCVOTS. TIC. UraZED TM RESEAMN COMPANIES ANO •AISO CONfACM VARIOUS CITY CF �CANARCHIMEME PI1pAISlAY 607JPANY REAL PRO"ERTY DEPA KINT. AFTER RESE41M FMM TO FMWVER ANY DOCUlBNTATM.Wt NN t ASSOCIATES, INC. WAS 1NSTRU lM ff? 1T(E Cf1Y, OF FOti1' WOFtFNTO OFFSET 93' SOUTH OF AND PARAIM TO 1W EkI l G SdtftN CIA UNE ON PROD =ED SOUM LURIILI E OF W W VICI W BWALVMD. LEGENa PROPOSED R.O.W. tJNF+ PROPERTY LINE m SURVEY LINE -- EXIST. CASEMENT LINE OF �� OF ACCESS LIME _ _�, "C �i• 1 S i f� OF Ar PARCEL NUMBER IRICHARD RECONSTRUCTED COINER wx RICHARD KENNEDY SURVEYED ON THE GROUND MAY 7. 2005 5527 KENNMY, RPLS No. ' 552 JI L-7 E wars DATA �� .•.:y L-8 RAA-W42W 1024 ACRES /`ry� :: �1�77V TEXAS PACIFIC ::•.••. �::••°•'i 58E—PT2 RAILWAY COMPANY VOLUME 263. PAGE 273 '•: :;.�3% �y UN��gyggy,�pp�y�,p N� PAOIDIC f LROA CURVE TABLE I CURVE RADIUS DELTA I ARC !� C-1 1 1200.00 06.1332 130.39 v •` : y NOTES: S ate. r (1) A LEGAL DESCRIFTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. f? (2) DMINGS ARE RWERINCED TO THE PROJECT g; CONTROL FOR STATE iH"AY 121. BEARINGS AND DISTANCES: SHOWIARE SURFACE. (3) THE COORDINATES SHOWN ARE'=0 COORDINATES, BASED ON THE TO" COORDINATE SYSTEM, NAD-83. Rt>ri"lii 4rZr ZQM U`MMNG A 'TXDOT SURFACE F" OF 1.00012 FOR THIS PROJECT. (4) 5RODS WITH $D 0MX ASSOC FORT, WORTH UgLgSSNOTED o - 300 150 0 wo NORTH TEXAS T()LLWAY AUTHORTIN SCALE IN ` PARCEL NO 58E :. f'i E 4t' N 1 : 2.7� C. PAGE �4 OF 4 PAGES ROW CSJ: 0504-02-018 piiaM WJ400D COMPANY FORT WORTH, TX. • PH. 817/498-1424 FNc'8i7/496-1708 JLu.Y 10. .Zot1tl, .` SC�UEt 1' *.3ilQ' EXHIBIT B-IOA I%✓ SH 121 (SWP) and UPRR Retaining Wall Summary and Depiction of Locations of MSE Wall SC, Vickery Wall, 2-Tier Wall and MSE Wall SA [follows this page] B-1 OA-1 DAL:0567318/47205:1851513v 10 EXHIBIT A-1 TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (NTTA-UPRR) SH121 (SWP) and UPRR Retaining Wall Summary wpm J � � W 600 EXHIBIT A-2 (1 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (NTTA-UPRR) Location of MSE Wall SC # �( at QTULvt IB SN t„OWN r MIN WN.L 9C WALL $7A 5.001" MSat ISWIS10, SOO.ODm SET 77AZ'tT- .-... _ _... - ---.'-- _--M,ET y OAU --'Sim 7.00 rA 0.00 -, MET t M a[L!T'W E t 1 L"` Now STA'! I-PLAS7911 FFM IAOlRd1AN CLU1dlf Wl" STA /NOm -FACE W IIETAAM WALL SC A COM71101 LK ISS,SO.ft a H21'LTTA .............. ... .��.. ... .-............. .� .- ....... ................ .... ..�..� . PLAN 7.M 0M RAL TOP ar WALL A 0OPN0 WKApLLEL�S�T{A MM0�0S0ll�DO Slow! OF WALL O• PVC PPE "Iv" 110 11 LAFERAL SINTNS alaub IRaUaRAN 1.0eM ELEVATOR 0 EO 10 W 80 MOM SCALE IM FEET 0 10 20 70 10 / YERt. SCALE IM F[[T LEGEND 1eE 1tPLL e CCpm Dazes nAea7e I KL / COPrc POMP F-MM OpTPM Ovpu[M PAD SECTION A --AA �E 71fiT�1 6 1 FCRn�D7YSWMa�� RETAINING WALL SG MYNA= OUMTRES REM IM L CITY IETA.OR WALL IMX1 1 1Ta3 ITY N ._Sr CY M54,P MEL ST "15 10 CY Ad T901 S"M lF tat <rr Nts7 520 100% RAMS 6t0 U101ae'AArIC1 & ASSOLTA7l6.1NC PREl�MMW FOR REv M ONLY L17A K OEIIUl1F7L PE., am 500 .._ . 590 SOUTHWEST PARKWAY 580 PP 5To SN 121 (SWP) RETAINING WALL SC LAYQUT 560 wwwrw AA001LIR 1!t ass 550 '- QED_-_Ltk_ E7 1 a A CaMMO 16 iRrAM" WMT._]115...-IF- 4L EXHIBIT A-2 (2 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (NTTA-UPRR) Location of MSE Wall SC a 20 IC is 1a MATCH LINESTA 8+40 a sa lz uaaE iR F50 10 MATCH LINE STA 12+60 VELA. KALt Ix PUT P LEGEND �1{ i e POE rDLL ooa eaRla I � PEAOiq "tEA amAu P �.' PIEr � p � N1r[E OIxIxGwAf1Y[ 1 ,' Q•aem T IMP F 1T LI QIRNI .2 1 'yY ; YK�[ 1 aMm ! P No In o, WAM i so 91 it, PbVPI mw BIRD DOT raw CP WALL / TO' or L[vsLm PAD Mr --A? N9 t t t ( SECTION A -A l C-C '�tO1/I7Ti 1r [1p COMIC TRArs�fa+ TA nr.OD.fo' W I cola pprr ALL s O+NOm a HAf"li � _ ( L' ' Q� iw'lnlA UeMOAa iaP fArtR4 POMr � w x as•a:vr' W M °p ' f . apewlA� Ift"mmuFAT I P ; P�I14TA A !_"AM yAL� FAT L KLIIC nEM,o,,r L ; I 1 YA41 SrA 0•ei y] ; P4 S A 9- iRU13RdV , ' A 4!A hDaAe ' ruz KiAIPC a V.tL SC I OOxIIQ Log : ' SECTION 9-B � OPPAi T1J7'L! ( 1 i , I PLC e .1 x¢ t �p 9 C ■ !� 9 is ry ....�_ ___ pp r —. Y S 9 St R II. if O 620 100%RN6 fswmAa EOQA sc . Wbee Li - .6[ Ott01L!M P/L; .... E°IS lP - ,4E MWTKII� P _ems ..►. _ _ ... 1�d_i. �P : la LIQECO,RATNE PpAy TICIPI X p F�EeLwwpp rim (aM{W1Wff))S5ReL �LflM�ppry(�'RK O _ 610 -'.-' PRELIMI POR�VMINAIrf Q + YALL ETALI.eeA1 Qlv°605p TA T1,711.13 gg- [LEV MAT WX rSTALi*30� TIa, ,IICO RAI N MA Jlel lON TOP Or WALL / CAPYC -, 600 ` SIXITIIWEST PARKWAY STA 55"m `tic" veil` a i � 590 r Yo w1 sEiivia� i i ivn"a ® Ar vKL r 'T° AOxEv ua W. aa —. svo SH 121 (SMP) RETAINING WALL SC v— W lrA eats LAYUH COKCT TOOTRIRIrL "ILEVAT1011 560 AAIgN� P6 IAIW A ti 'I •r AAM ., l. .�, . fM .. !�9! 3, Is A R R � n n 7S I R V 11 I y 1 � 550`sc9�' d - - 9.00 10.00 11.00 1 +a0 si+EEr 2 a ImRAAar OIL IZtItlD[S' m sm! .J#T._Q R�Z_ EXHIBIT A-2 (3 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (NTTA-UPRR) Location of MSE Wall SC Mrnl:, u.LE +e rEET �ytYY y.y, rErr, 7CLE IM REET FY7 x 'LT yla MMO� ECEID sw �4114VP1 I e cam 501rG .► r Pl at1TM M +7 � Na[CORATNI N ,�,,,, � asLECOMairvE Q ��♦ it N i so s« Txl Tsa*I rrt♦ (y� tm a' L P I CDa It •t9j[ yA1 L WHR0. CM1 /LET }.... l - �L�f$_TL f�aDo . ' t W3743- v r V- 6�00 O`er• `S ! EM+S1+ GaOE 1 -L �...—.. �...�..�..�..�..�. �� ''.. MOM vop VMw�OPm T ELOTTd iLYFL.D iw TI[Y d M!TAWM WILL SC / CMMM LIE ._ SECTION C-C YttL 1L M de f 1 1IepE�fr(11ypLIy�@Ly�TE ORPMlEMe[ PL ! FOI �gIRC RT�IISKs� OvoG , 0 1 PUW 620 3f iz' R 620 loon FLAM ��age fir.- ygEtg4TMx o f tTffbav% a&ASSOULYd,Tnc aEGETPLT1bM Mttll7Ll 610 610 POWUMMM FOR REVIEW ONLY LDA M. OEx=Fl. UM 600 600 { H TOP OF VLLL / cww Twtalm taL rt w to 590 {590 SOUTHWEST PARKWAY -END 1t01 LWTS A► EW PAT Ltt}t ii ® 55850 WALL fAcE i M61a[uY sLrQA iU40ae NTM cm 0-LATE 580 • -yamI O—tEM" R1gfl�lf x-tLW-AY op0�4 3WmY 510 -- -- —— SH 121 (SWP) 510 RETAINING WALL SC _ aL LAYOUT 1Law 560 0 560 M �550 r aamn 14.00 1 .00 16.00 $WET I W 4 CUMICT UL UlW4MM.9UT _W Qr 947 . 630 580 EXHIBIT A-3 (1 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (NTTA-UPRR) Location of Vickery Wall VA 0 2D a GO M Holz. fCK1 IN FEti a To 20 70 a b. K•r, xKE IN rEET LEGEND cor TIMING R W I - /tllbr0�lpE G .-f1K 7 DAN" TV= � rK4 r IIT rm a YMl i Mew ► CO rINX PW 9° d r �pDo N+ro IVV) N Si'oN75' L to -cart WA, Ise )! rPaN cAAx _ `g[�N SEwN$l YA pQO� fACE W JIfLANfi YPIL !C / fAltlld LPE 3c UA�1 DRCM PLLE» BfiAwi9.a FEET 06.1 Nr $� 1 -_..� mileNOLC Pi0 SECTION A -A •-i-_ _� 1 IN2.r A? ' km DUTCH r. iM�O ? 1 5 YS EOItaC L� L{ CLMK WAN RETANIMC WALL VA ESTIOATET9VITED OI}AMTRES -r�v9leiN.,nn PI %?A ly1A OLM g A lOd1 � 8..N61 51A 0 If TINT II�IIAL YIIM FEP CF LGLL L CCPMO . H r-q 7 SNP" RNQ ��TIN1 AAl AsiA - I- N co �yA usrNc o90uM RRLLYY Ai 4KL fKE i �SppTirw a roll ra+ PAY LbM ELEVATION N oft aa 91 5.00 6.00 7+00 I tN'D i 9TY 11Et rK1 4REL !w'III i TD 100T M% 202 tf01 NJ HS N�I xx I 2XY 530 100% PLANS auDWA ,LaSOQAmf. 1Nc rtOt�IMTfON M/1111Q�/ FRBININANY LSA K oElmcr�re., uTrN 610 500 SMTHWW PARKWAY 590 P 560 SH 121 (SWP) RETA94MG WALL VA LAYOUT 570 • .,mDw,NN.� A.DM.n.on aaa560 Et 1a 1 0"wo Ni MRAMAK 9ELr,go_a 947 620 a3LeR w.�L ti d EXHIBIT A-3 (2 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (NTTA-UPRR) Location of Vickery Wall VA I` PLix p S TOP tr via / Cwm Ell] !rifle GFMND d r to FF ORAOE ^F AT WALL FACE yy��..LL yp Fi ctl'°L�sns EI.EVATIDN uoci aAw .. IS TATO TAR. 0 30 10 Ao EO IMlE. KALE IM FEET 0 10 SO 30 30 VEM SCALE In FEET LEGEN0 Aa[ wLL e Loa °Dean PEAITER WALL TTPE M1 C -T rmc 3 YAMM FbCE i°'o0MI11QW' roiFl00P� li I F— aeAn 11 iI OIrCW I SECTION A -A �iE ID ! 9 ICT�RN�1 PL46 i5s �`owmi F�ETAi..��E.ixlsoflaT�,� of a 100% BANS rwaerFialaia AeseaeLTls. aFc NlOQ11YTpNMMAtsM fm M%VVW ONLY LtEA K °EI1Q!'IOE, RE..03J M M M PARKWAY 5N 121 (SWP) RETAW94G WALL VA LAYOUT • �ovuls � Awea�m ba �+cr n EXHIBIT A-3 (3 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (NTTA-UPRR) Location of Vickery Wall VA -a[TIYr VAaI 1W' {' i �'' / i i!1 Q7nM1A �17.6t,70 GfTii Tip TT �r�__ 01A.75-4tA, U[ aIQaL At11a wa TD MfALL� lull. A pm ••OC. �+ q. .. M.Oa::: / 0lppyyLIrr 13-M r��aTA Ai6d785 LA meµ. - `' • aptVALE a bjMtA 4a7i.M91 r JJffffE[ . l{ SH w RANI 630 e _ _ __ YaDAa LC - 11$j VQ[�(ryLIIYE PA1f15 _ VKL I CCPP10 610 600 ® +! pJaal V Ctty �a •eom -a0TTM 6 rALL FOR PAY LA•T7 ^ ELEVATION 0 70 •o Go as ralalz. uALz 1a FuE[T \ w 70 .a smina YM, 7C.L[ IM FELT LEGEND LeE rALL e cm "M ►AASTEA 0 r�tiL! K�aM[ I—NR 7 soma FEMM Tv or I . a wff ""Pore F"M 0L.M 1 u!I! Oa W ' r SECTION A -A rout oaALlAoz PLAa7 Tro� ;�-, 100% RAMS pRslMIKw °�aemTaAT»a al�iael �� FOR REVIEW ONLY LRA K oel7uer�va„ w.+o SOUTHWEST PARKWAY Mw Mw M U7NIP MUMMY SH 121 (SWP! RETAINING WALL VA LAYOUT � wosarAr� � Awa�na aa. 7Lnaa a LOaa1CT To. psay ,-M__0-"7 EXHIBIT A-4 (1 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (NTTA-UPRR) Location of 2-Tiered Wall TB �i �11� �OMf. fIN COPMCcwm LP" one" Z' VOW OR" 1 � 1[[ACIO OIRlZO ZMKt SECTION A -A 040 l!!r 7 b 630 E 620 d - 610 600 520 580j O�STA i WTi•JiAI[ I. ImPSt. KLL[ IN t-[[Y / D Tom SO 40 V[QY. [OLL[ IN iZZT �f +MATCH LIVE SO STA 17+56.53 MATCH LIVE TO STA 6+00,Q0 m IN Oigw7 al �Tc"roi, u,r ` ���91 p�1q I i' , Rr/Yi WFLI A �n"11.[T T t t M IN al 1[N!1 ' l � � n y�T3yp i i vr�o�Q B A STA +TZ•1[�T7 i � +�T[.1T•LT pr/� j LZN T270d'A TF NHbJ.Te-.: - �T1R own wl" J, VAµ /6 N►ZA !•NL[ • [N Y16MH STA �l[q[I1 N !iA �y1M p6T ['Z['Zz.�T' Ril TNl I61 i [M' }p�� tf�A iC SfA WJ.I� tVlll�t 1S•00 1 •. M T[ L TApp���T[T�[Ngpq).0► iT iA T'[O.tl �,r'�-i4ilOON LK t PLAN � i i PFALIMPRY M"A lilLlNfWVM ONLY axe Beam w mLas a W a a Q do. opm . I l�l 10 ft to S. S MR4 e. Rllt"A P.F. 6 "M "AM Mp u n +N a Q lao ra an„inla Haas, O AN - IT ti, s 6.2 0 -+ PARKWAY of 610 Tv ueopm ITO SOUTHWEST _ mm �r ewe Qi�y t� i t- 1 B00 Anrm A4ttM A7fAt igG.WY A78+OIOr x sao SH 121(SWP) RETAININGOWTALL TO AT VKL FAO[ g +� rla can �a a 5v0 — 5+00 6+00 tt[xT to 7 tomum in mu M 0 "T r Tr rD.00 EXHIBIT A-4 (2 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (NTTA-UPRR) Location of 2-Tiered Wall TB �tlt R r ! /1 A /10-UM D EO M 60 DO Sff[T DT !'�A ND.TdS N011lr. SCALE IN FEET t0 !D 30 FD rsERt. SCALE to KtT It t IMP% Mi4 01110 �R'A 11NON 0101 r Felix LI[ b w Or ww♦ LT 1H.a.7l VW. As caK — .. �_ .. _- - rowo - r/w0 For— E uDED DOCK Film duo[ ` 1+ FACE a DEThwa Y4L fD / c0a m UE 1.4— r� ,{D � � Tp�xf attua 3tsAFT SECTION A -A all i .-TV ar_— ELEtlATItlM vAuieDvwe'1TM -r01 b1 OF V/LL 38 Fu ma IE1L INI:. - mrt wtrxDt I�vcw 640isy*rr j rs w rsrwn rwmntcrrw w Cho .,650._ 1Vp 620 SWTHWEST PARKWAY N� 610 MCC NITA r BDO OM =0 3ULM W AMIMINF SH 121 (SWP) RETAINING WALL TB LAYOUT JJ � � r P92, _ u 570 — Ea_.,urst► — "EST It a 3 �� � ! MEET �t _ or_RIL. 1 EXHIBIT A-4 (3 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (NTTA-UPRR) Location of 2-Tiered Wall TB 0 20 40 4a so 40011. SALE in am —f 2� WWJMSTA 46"?Jl UNITY SO, CCPM am ulwan TM CF WALL TOW —ld coma POW.ORlrIT 23-M '40W C A 41 ft 4";= E &t. FAM CF MAHM WAU is owrift uw-- DO) WALL TO STA MIC iUM L, Lot mrahill 16 PLAN rj: C40 IMC) r—cy 610 + + goo NN U*- TCP 4F Silo 590 bii°N WAYAD VC < EMATIM kAn um am SECTON A -A 6 tszo $W"M PARKWAY sDOI NY M Vp ON UMO MLOW AVIONIM" SH 121 (SWP) RETAINING WALL TO LAYOUT 570 560 POST 3 OF J Caffma OIL "a ff "T EXHIBIT A-5 (1 of 1) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (NTTA-UPRR) Location of MSE Wall SA o m ao w w wM1r. xuI to FEET 0 10 to $0 ao 11�y� TLNT. LCALL IN FLLI LEGEND .6E MALL ._.. .—- —' —o-o- ---'�_ _�+£.._—._ter!'.._._ _—, .—. °�ft.,._�.._....--- ra,,srER ' • , ." ' [ 91 41 rswl 1 �1� � �iN191 CRAOI �; NO sl 111 1lwR --Iol- uRM1TVA 461+05.51 1�L 1O. � �TON MIA ` a LCYLtrA, aAf " SECTION A -A w mT r" amsi asps Q r s . Ew "P Lfi� esom - �(F�flyl 41 fTA .0fy631 prPKr wru '� T7 a I CAP �. } ` 110M s7Rv L+ ' a Cd1TAa POMT MJYN&WMA rWL S1A 7-0Om ALL A 1�..�...��..�..q��/�q�/ .. - FOW GRAM LEAOL d KTMM MALL SA I MONDE LINE MALL TA sA0A0 RI MV., 4 6Q MM -BARA OT6 i![i [rr �Q'fy-� ��--, LT OT VKl OF or.w AC SECTION 8 0 �Q1[ �pL( �-� lM OT1fYA/fTA 46116M.r[ -, �'�`^ Mi'LT AWILL SA M, 1 w�t ESTMATEDTED OUANTRES PLAN 620 b $ $ $ $ 610 ' ram PAT LMF�Tf MALL f7A Sla.Tt r al"o IMAa - TOP Or MALUCOPI G 600 [LEY OlfJf� 580 rrsx OMFpt ..� �� 580 iTpiPl u CLEW Mig _ qn r0t GOML 04N0 OLIALf fLE L00. PF 3TA f°t0 n $ 620 100%PlA1S ewomArFet a isaoa"rEf, a1c ImrasrMATtoM t11Mra1 ua rRsBaNARY 61A RM REVIEW ONLY MALL ETA O AO __ .� I1rA M. 0E1191lYFSt, O.t. tlTSf 1LME 7000 vL rAoAo ELEVATION cr T +MlMwtsc r �J ♦♦ b UNIT ACTH M MALL 116t1 IF I.Y.. fELICi Fµ OT Ai CY t�iTA RMRM OUM IW3 Cr Il,f 401 LIM MAE tr t1510 UICEAMAIN 1TT PILOY LF iwA0 EXHIBIT B-10B APPROVED LEGAL DESCRIPTION OF DRAINAGE EASEMENT (PARCEL 59E-PT29) [follows this page] B-lOB-1 DAL:0567318/47205:18 51513v 10 Parcel No. 58E-Pt29 ROW CSJ: 0504-02-018 Date: June 3, 2009 Exhibit A, Page 1 of 3 Pages Being a 0.041 acre tract of land situated in the W.B. Conner Survey, Abstract No. 288, City of Fort Worth, Tarrant County, Texas, and being a portion of a tract of land deeded to the Union Pacific Railroad Company as recorded in Volume 13215, Page 130 of the Deed Records of Tarrant County, Texas, and also being a portion of Lot 1-R, Block 2-R of Factory Place Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388-167, Page 59 of the Plat Records of Tarrant County, Texas, said Lot 1-R being deeded by Marcia Lee Anglin Cato, Independent Executrix to Marcia Lee Anglin Cato by Deed dated May 13, 1997 and recorded in Volume 12766, Page 549 of the Deed Records of Tarrant County, Texas, said 0.041 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 1/2 inch iron rod found for the east comer of said Lot 1-R and for the south corner of Lot 1, Block 2-R of Factory Place Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 38842, Page 42 of said Plat Records of Tarrant County, Texas, said 1/2 inch iron rod being in the existing southeasterly right-of-way of State Highway 121; THENCE North 34 degrees 37 minutes 43 seconds West, with the northeast line of said Lot 1-R and with the southwest line of said Lot 1, a distance of 45.08 feet to a R.O.W. Marker set for corner in the proposed southeast right-of-way line of said State Highway 121; THENCE South 58 degrees 46 minutes 17 seconds West, with the proposed southeast right- of-way line of said State Highway 121, a distance of 250.56 feet to the POINT OF BEGINNING, said point having grid coordinates of N=6,948,915.54 and E=2,314,168.39, said point being 125.35 feet left of and at right angles to centerline station 439+47.03 of the proposed centerline of State Highway 121; (1) THENCE South 30 degrees 17 minutes 26 seconds East, a distance of 86.50 feet to a point for corner; (2) THENCE South 59 degrees 42 minutes 34 seconds West, a distance of 20.50 feet to a point for comer; (3) THENCE North 30 degrees 17 minutes 26 seconds West, a distance of 86.16 feet to a point for comer in the proposed southeast right-of-way line of said State Highway 121, from which a R.O.W. Marker set for corner in the southerly line of said Lot 1-R bears South 58 degrees 46 minutes 17 seconds West, a distance of 82.19 feet; GORRONDONA & ASSOCIATES. INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817-496-1768 Parcel No. 58E-Pt29 ROW CSJ: 0504-02-018 Date: June 3, 2009 Exhibit A, Page 2 of 3 Pages (4) THENCE North 58 degrees 46 minutes 17 seconds West, with the proposed southeast right-of-way line of said State Highway 121, a distance of 20.51 feet to the POINT OF BEGINNING, and containing 1,770 square feet or 0.041 acres of land, more or less. Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDot Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND April 25, 2005 Richard Kennedy Registered Professional Land No. 5527 LEGEND PROPOSED R.O.W. LINE�� PROPERTY LINE •�� SURVEY LINE rt E EXIST. EASEMENT LINE CNTL OF ACCESS LINE_ C OF A' PARCEL NUMBER RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND APRIL 25. 2005 RICHARD KENNEDY, RPLS No. P.O.B.NA N-6,948,915.54 E-2,314,168.39 39+47.03 N 58'46' 17'E 20.51' 5 �Bti� GOT Ri HARD KENNEDY r 5527 P, �yoess�`'�-io SUR`� GORRONDONA & ASSOCIATES, INC. • 6707 BRENTWOOD STAIR ROAD, SUITE 50 CONCRETE ST. /yo ya' \o��o %p S 59'42'34W 20.50' to � ozoT ,C,T Plc'f�fr WePeo 3,,PC�z t4" 4r.U� P. 0. C. FN0 1/2"IR iOf�2� 60 30 0 60 SCALE IN FEET PAGE 3 OF 3 PAGES WORTH. TX. • PH. 817/498-1424 FAX 817/496-1768 (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR SOUTHWEST PARKWAY. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE, UTILIZING A TXOOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) RIGHT-OF-WAY MARKERS ARE 3//8' IRON RODS WITH BLUE CAPS STAMPED 'GORRONDONA At ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE. (5) ACCESS L O ACCESS ILNE' TOIBTTHEED TRANSPORTATION FACROS THE ACILITY F FROM THE ADJACENT PROPERTY. NORTH TEXAS TOLLWAY AUTHORITY SOUTHWEST PARKWAY (SH f 2 f T) RIGHT-OF-WAY PLAT PARCEL NO. 58E-PT29 I AREA: 0.041 AC. OWNER: THE STATE OF TEXAS JUNE 3, 2009 SCALE: i' - 80' EXHIBIT B-11A TxDOT Retaining Wall Summary and Depiction of Rosedale to Rogers Wall, Rogers to University Wall, University to Trinity Wall and Trinity to Forest Park Wall [follows this page] B-IIA-1 DAL:0567318/47205:1851513 v 10 EXHIBIT A-1 TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR Exhibit A-2 Rosedale to Rogers (RWUP02, RWUP031 SH121 (SWP) and UPRR Retaining Wall Summary sw m Vow �YII��III�IArwlr�f IM„ ` i, l YLWYC�N Exhibit A-3 Rogers to University (RWUP01) Exhibit A-4 University to Trinity (W121-11, 14) Exhibit A-5 Trinity to Forest Park (W121-7, 8, 19, 3) EXHIBIT A-2 (1 of 2) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Rosedale to Rogers Walls (RWUP02. RWUP03) e fr OTiE�l4xm RD MOM ` �• ....7St "fi sun MA.L Z;W= LK AT LW Q PROP UM Gk DO L WAMOi� MMY W Ai E70 /Y E TOUT UL ST 'I - OL SL IIt SF'[A ?m • Tt1 s7A /RT3l. t[OA!'LT • C UMt W& TV= 1� / +MN STi �, „ • �ACNi�1NN STA 71 ►w09^N_3mf'eN�T . . ar man (uPrn Actcss RaD "f in u1�T�1[.__ sae�YOUt *�. HOLE K ecuN wr4l xwuPdz STA 70100.IM EL w T oTr J�ORAM [ • w53%' - oft; 1�(pM1I� aw M mTiEi�R. BETiR MA rwPlff L REtTT1. 555 No; a ED w eD SD CUM ll[TA IIDAQ. SLILF S fER FM A� L -�� ^",•'aremaf�'-+� act.. A.IDTRt -%am '�O't. (TO "--^-- •- aer• « ROTEL L T lA6 T pRMYt.( PLANS MO b 7ptf-L STA 10.W 6 • I I IAYWT 11II StA'ONoo." . � t+ A � l M"-Uw-/ -.- 5ff �� 3N 1i1 T\{�{�1SFA 39S lTA2 II\AT lT 6fi 1SM'I yFA lf13 3F AtIT UpTI�R7T('ppq �p7(.CS�gP01 AGOR01A1L�I7IMW�ILTCgN�.0 p� SO/fMT' STA 3A�StA{. NATRT ItlNT URN STA 33.Ft ti1M RT 16IALL CIE.YdJT- T6T WIF fit1E 1. COfE1T11u�Ef�QTA1UCTULARL A -A ourT LMT yp 8H 1t175M1 tl _......e STA LLyyyyppLLt��AF�dI3µyL Ate[ yST,�A OpN3.lTl 3 j tQ WM 0L -VWGUMI Sll �iTOiT�JYNA iE11 ]O•FT�6t. DiOTRT /!?+R,82T I rnAsx PAIL IL F w��I • �M��� {Ny uu � .J P7LPOSTD TI6IED, amm-/ \-KOE Tp p LCM SO. 6 10.D0 M00 II-0D 13.00 cw V 3: SH 121 MUTHWM PARKWAY) e\D Pit= Rtl MWP# TOOL\ T{UVW AMMWr RETAINING WALL 's3a PLAN & PROFILE WALL WWLWW* T as TaaAwTerl\ X TEaa OLL •"'____ w. tww Ew nmT 70.0lO�t!wily!lmw \0_TB_w' 73n_, EXHIBIT A-2 (2 of 2) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Rosedale to Rogers Walls (RWUP02, RWUP03) o D to !o Ao 71CM.E N Fat `\ AATc1D of EX■tNo�CRASIf V LL ypr7.wjLt N FQ7 _-. .. _.... ..... 71L 7N NP1 A A■1 NO.A'LI . VALLTIV1l�!'LA�VK ...- MOIR•LRRV=TA tFNMd9540. . 10:70 RI � L SN Y1f611Pr STA H�tflL7�� .. � _ \ ...is lAN /OCZSL IN bb - -- _ _. _ __. _. _t-Norn+rv-sTa �hdf4•Rt0'A'� __ .. — _ .. _ _ _ ,... ■ 4M1 RIIOVDtSLMV/Ct ?Z� •.�..) - _ �V/LL RWL" ••__•` ! R `11t TtIRW MA T T ' SMALL 6GIQR WTA oVi i'u.'t 7+ eo is LOW r L ' y�■ W L Loc _ A'y _....._ r A fTA - p Lp�AWAt_. - .. ,._..-... �.. 34'_. _,� L LATTBIEETS Fd<t . K71M�W6 AND r• !'`� '` _' ---_. _ -�`" ��>„�:.:..w.....__ ..: !. C CiquR A -A RIDV Lw of NL LMI ' _PLUI �{ALs i'a�a�fw'■.T�Lnuaw�nno A o� s�wrcriA�i.� s5� �r�a //? 'irvwlw MT- OYL N1.78 N / 1 1. 1. r. aaw-Tirs czar av■H rAu-- - g i ate" ��r• . j i ftmTEl (typiFwI`, rv1al V t,ot tIRgI rIY10 ' . ;p. STA q ODs - V <F � �m V I T 6 VALt SH 121 (Sohn WM PN"An FROFKLD FN■T■O OR70C I T7 OF W4 tit01 H mawr • MOO/ �T IMTg11il .•._ , 1�IK rCOD ING ALL e■rLr��w ru: A Icr rAu � � RETlUNING WALL PLAN & PROFILE WALL WMPWI Q11FAL r0 tIET Mtl a Ulf C1t16'F,1D ORONp IFh'RA [ • 37M CT NATIfW ■ /p�TOIeUTm PP[ 77YP[ !1 b¢7. ACIUI 107E 3: 10400 ETMyc O_Y�U,_ r.o9 t EXHIBIT A-3 (1 of 1) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Rogers to University Wall (RWUP01) la so Kw t UYM KTaw 0 r I Noet.SCALE N PELT PROP IKTp RW[ �1� �p v .. R n sw.� �' � % �^ ' Ul4"" umE t WIM WASOAGI 1 {* T6T/LLr�^n� F1D VAIL NrtF01'1AYOUfI/ t�T STniJM` LA L A N. i - t gIt7JI11N SA•ap7 OAS 4 •� { eTA 7 .� wan � __—� ...YCU[ LK a GD L ..... � 7Af�• �: A'3a,}N it . MAu TK7M UM A Se.Waaasa ar •: 7ji ,yam` -'. Idrt i A JtNtN1L56 t7 V A MYAR L!E .._. _ _ _ f b4' q'5�05" r .ate WALL gLYWKIgK__.y..�p� �..�.ir .. __._.. _. ..—.�._. MN.L EW I.KWtTO IC 10 •�a�•• SM 16MYfT ASi0.06.t3 M721'LT . l sm Ill ltflPl� 1 L A .i TED h. •'k^A-NOTEk r - fr7 i+-NOAtt�NN lTA ]arn '�IbO'flt_ --- �. NNa L yEEli•ORMUGE Ko o /ID ``_�,(" 1p TD gtMC LpC�Rd111 7Yrt0 ° ;\1:...•--.-«... A 10.Oo -�} 53.00 __—• �lTt_m TT�9ftT{{7p1F'tlt ALLMatVATGu. t NONTyMY l oTnOCTgN��. CCTTyy�T�//LL gyp ELM t a00ER5 ' !• .49 C3TMA7m MdIMIR[4 S R g t P.I,A6iiA il7g r vasbnA7[p vcE aE C(NStO�CTED 6Y 4PM OPFRAQt4b' y� 7 - OWN M T' 1/ '. TO/ 0f 0AL GW acol Up M awworI A Te.0oJ0, - E . eN2o'V. EL • MAW - L01Y FO�Yi 570, TO OF W . toemomAN l • SUM04' E . MS20' oK of EASE cwm lN0EN00AW C - oaer x +e wu7Lr Nr a MET TpL1 I i + SH 1M WJTHWM PARKWAY) � t sea mlwiM ar rosaLAne Flow as- �'. I i s• '�r@a1e_L�wri o a AapY[ EMOT { . �. T - ._ RETAINING WALL ripd sea PLAN & PROFILE - 6rymi To P&ET . 6� MPNaA [ • l,a5' NLQ00eD f6BlEa Graf a' vtA70RAlE0 P!E rtYR al 9lelaQ1'iON of NALL EL '0 FLFIV pWwc To IMAM .. .. _ a101MMa�1,101 1F701 NU {' Mal Awn— �. 6aa nwo tanager rnayat�awN�w�+sseT iy_tA_a +,y7f WARNWG EXHIBIT A-4 (1 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of University to Trinity Wall (W121-11, W121-14) KIM" r Vol V71 A ' 11 P��S1f t QL I� A 70/s0+.32. 113.!E' LT. M- / 9 1344 127.DO' E'f*J �i { I fill, i T O e TgAATED QUA14Tffa REI OAlT ACC fl'/ T7t9 $F Er tq T NO sm sm !00 77 WUI-iCl Of EPEl VM. U TOP Or ttj1 T-C to 1O1C0.0O., EV 111.lb� TiC f0 T1lOOpgEO 11APR VOLI 1 fi�T� 1�a O K at.„KEY, . 511.30 i ,KTAw'" 44LI M1m" O 1Y14 'gyp ffT{4F 01101MO'` W E1.:TA STL 16.p ERO.,p �7M Ai Faw a Tye ED *am E _E�VEVATION »wo TUVA won{ {PC t M30. as 01 0 IFT ?-0_--_sue=': . � en DO «.� 0 10 2Y 30 �0 �'>C O�TA Polk GYwi df to A[TARW6 MALLfl QE MGTAE "arm L AETEA TO AETA,lq WALL C0lFK PMA'O iTAPGARDE rOo AOO41@14 w PlArch. t. AETTA TO AOANO TOO SWOS FOR AQMTI TSDfDe Im S. KFE- TO OfAftW TYNR TOM LOCATKME AO MV Ai OaRL OF DRAWN PM AD M t 4.^E;''* "XrC itr.'*dO NYs AW u+fi�Ft'T Am on4'f: Ab'F'.C'W aA0AF6 b r>aL+ - PAW MT --p«, i : gum LVSTEIO-rT. �rwu b' MiAAJPf 1-- . s0o SECTMON AA SiO =11N�T�ERIMbMarn. Si0 ;OUTHO PARKWAY 540 ARTA sm NNW mmRETAINING WALL W121-14 a.o PLAN AND PROFILE STA.10400.00 TO 1040730 SHEET 1 OF 1 l.10 ft" TTRO i ARC �w vonG=�j[w awmxt Ra Yam. vc*_321_.7 - r ilsr ' mc�rs rYs u u u u rTao •ss as a .T{7 -V 1. ro HO 11[Trrluc VTu ftr.•S owl No PM0 SIM0S TTlA TOOQOTI MaTM701. :. WIN ro OMM Leo 91a" ra mono" sigwrTaL 3, MU TO O V.0 land TO L"OK wo ccr•Tua TK THW-& on% •r ftc". .. Rrot ro TRwc cwnta K WI rr mom ra —s[o rn•[Ts" Tc. NET— WrLS. O cm WtKm ` 1:OVTRO( ran T �{ WARNNG o. t C7[JTTOw IIIYYYIIIIFIFIF eLAbpp�1 ��yT MMfK w.r M at�M�KMs n •a. 4�i r�o Y:4r� �n y✓� Y A-K1 t771 `ag" MSN'WWl TV Al IV.6 Vlrt G!2 0up tit r uq[TTp,eyl- 7`4' • Wlm WTIrT WrtW Tri�llT, M' • Mr0 pTK[' CL[41W1 MATOLK SECTToTT •-A STA.13.60.00 r SIX, um TT[[ IN VIEW s» -r v:�9rz ,ar cr r771w -Ite 1 111" SOUTHWEST PARKWAY NTFA ""on a Wu nar 6 LIT 04 tia WWlQ W Orr1T 0 at r'. Cr vqi // so -am WW •%?A.,s.w�o. al.. suSY I b1101r or T.8/7. MW j arum Ww, rrr liar or nras 11W7 RETA" 1011" rr"L[a OWTS MLM TMvr a", PLAP CWTO ICA GNMT1 vain MIT" anuo own awfw ran "A"M S70 LTFA. TRii - & 7da6 dRa j $ R X3 t i $ EXHIBIT A-4 (2 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of University to Trinity Wall (W121-11• W121-14) rAA PALL W121_11 I PROFILE lTO Z460�0 Ron, 520 ar — EXHIBIT A-4 (3 of 3) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of University to Trinity Wall (W121-11, W121-14) ffrawNoo PONI I W. tl[r . su. t N f f xrl.rlds.m = Y .21 srt. mldi.30. I*.fY Liyr - L3"0 ' • 0 �' f QJ1.11 V. $4 .FS1 � 111 1Tt 1MNI. IS, rf[.K/ LT. j 1 7} AV919. WAxwtG CAUTION w r[xT. u.lr N rt[1 cow w"m 11"m To .at¢o.Tr t •O{[MI mt. IaT cow "I. EM tTAga VKLL caaa qaw stgagos TA Amnow rmw+T Z. lem To Wow Im scan "N /Mrtwa Mo"To1. 1. tau to aHw.ot r11+.1 rm. LOCACM qo q[Y/rom a a1,AK14C nts M6 tt[TS. ..{[rt1T To TR.rrc Lawm RMO " Nq,, w rat f..tD c"TRU[IM a• MT. " ..LS. to a M/LLICa+N{ t.oT n.s -PA SL..NYSA1 I [la V 11{TI,wC V4L WLo >n NTER*t REVIEW r�-I�-�N ,�>c-� ��• V1rtnSTl.Ndsi6, [L[Y •SHM DrD g4 �aa.lr sw^.s.}�1 _--.. - b16TM0 Moe Ttll ■ul ' FMPOKD n SOUTHWEST PARKWAY zap AGPOk.0 [ tLtvv • $0.31 »o wrTaN OF WALL VQi..l sl4 NdS74 [L[V , 9M.Tt 1 N" or" A raumv Damv `�pttM a VMA rta• a urallo PIp RETANNG WALL W121_11 NATGIlE PLAN AND PROFLE STA.1340.00 wa m swI STA,>ET T 326 area ewm swrn oTnita ra aglar+ OF 2 SHEnow- � aam.n to ¢ attr ,za, a w q�oo 1 00 EXHIBIT A-5 (1 of 6) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Trinity to Forrest Park Wall (W121-7. W121-8. W121-19. W121-3) wt/,s1G W1 Vtt; s i � f T _. t "Cifaa fJf t 1A 574+T4.O4.tlal.4+` I : 1 i p , IT 1!} last -Sim i +�" L30 ACtTNMY Mhl, k@Li I w C1,171 STA 310-15,00. ISLAT' L 1 tb. stt 1 �.1 r elm a0o HATED auiwirrul t M p�L tfT T2To t 1I" vtaa ' /2 Wf. WR 'INl slO 61 lI 4IFRINitW IE7AIp0rpM,4LLLYLLLILI; Mit�T t lT { ,lf of t�{l10 sT 10 At $-1NCVIM" GT4f,11, OF Taal no 070 eF sr,ra dtor+4 O.IL \ ' TOP tT M11.1 PROM 0% Mkl G"M Soo sOH._T 3TA.'t0+00.00 _ _ AT FAM OF W" it P% F WLL ox O CRG�O.••• VIYT�f IFIA. 70.�0.67 [lEV .V44.Y ISO sorrel a - -a-SW LLUM duht FW10 NULIt t0 Mt11i0 ili. -N A1,11144CU1 WA FtR CkMW pAt4 Of Ci MERK MM*t 1. RMN TO JMTAMPQ w1LL OLtALS OW AM 5I0O,Yn4 rw A00tt"k KOMWMI T. WIN 10 00"0 BOO ""IN r(P b00421tt 1. KFFA TO DRAdWI, ftAd FOR LOtpkTOHS AM FLFVAI*d OF M4009t VM MD pats. l %t. 'p '.114 -1.h. MSS 4S ^ ■OMt Tom' law . 7' r IWOPOM warn I IS CAN" 11 lu. Xcirpa s-A fT`�IITIRIIII,M REVIEW }�3w iU'r 'M..a of,.w�io I EXHIBIT A-5 (2 of 6) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Trinity to Forrest Park Wall (W121-7, W121-8, W121-19, W121-3) ANSI.,% M. Ml� CUm4w ST, 10-00.m , cft-cu,".t w4l"m L Wl M TO KTA"G WALL KTA" OM AM STPACAm$ roe 40maw 0"wtNw. 1. r" to so Lad wrls FOR mwalft wcftArck. t. WdEn To onmAot pl-ft FUR IwATos ma G"ATVM OF DRAUW PFCS MD Mill. 4.M" tV IPA" C CMRM R-40 AM MWAME p. "m ku= mwmxTm OF MUM %OLM St, I r. I"- to I" v L oON' m r, v. 2FTo $1, .1-suc Fat c:vl "kL Ct0LSTlV.j m lo s HtA8 ILED.AK LR . , TWSWV'- lo ftl� k XTM I C402 WOFCD� WARNNG CAUTION -- NS SH 121 0 F#Ao. - ELM 00 - L10 Ft % reTxE F 12iN-30E 2 q: 2 lo AmilommL J)*T" a" Top OF *OLL wirm"AL Law" Cf fax ESTVATED OUANTiT Mw, stew •ew. MKKM " wr� CLCAAM � toc— - I SECTION A -A Fl NMR 1 M41R E V E W .r Qw nMVVA I n " LO I IN T I c"O", 14P cr Tal M %70 am------ - — — — — — — — — — -irn ---------- :'-! ---------- PJ7M -- , �: — — — — — — — — — — -- "a OWN Y&M MLMW WRIWATT RETAINING WALL W121-8 ------------------- qw or wor or P-v*rww 050 PLAN AND PROFILE Ll I tim" JML=-w13, aewTm rm QLAM11 STAA0400.00 TO 14400.00 SHEET I OF 2 Lj eq 9'.. 94 No r -I D; 0;■ AV 71 x Ai i i li -- i ! rMit-tgnSEPi-NL T WCHLINE STA. M*60.00 DSO EXHIBIT A-5 (3 of 6) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Trinity to Forrest Park Wall M121-7, W121-8, W121-19, W121-3) — L t,) Cr�.p a�[ Aaur,NeRT rxL VItT_1 -..i L3o �Itf .D s ^ t t •. .. "�"� *VE y1UWE4 6KP19 r0 NOQCWAt q G{Yf ftA 374109.00, IMF] = - J< A.OMFAR DATA FOR tfWyC oAtA ON -.., . tAR11,0 WALL* TO WU ,I,2,_f -_ .. - RE 0lIaRIt. MOTES, d a.s--p_ T —�_ E, EPYIP tYJ ldMiO 400 9fiITi FOR MO+, ENN R OFOIMMTIOM_ I NAa ]OL RE Tft,w 446L we, a J. VVER to OttA,TYi RLna F( OCAINM MC g(yATall 6 RSAEYCE RPEl AND OW1. _ •. ODER TO TRAPFC COMRQ qNq AND MgglAW reR ms= WaTt0ACTEIM or RETAwc 4AELs. ltOTON A.A Krcn r0 ru Vat PQTOM ,0w2 E!Ah040 TO ETA. ,lE]0. 1OR W, vAL, lNanalTA2dtas ro STA,2:Rt.+O.RUFA 12 W-30E ro RETAwa ,wLt aTA&I VILLM Som". No ssm 121 y ELM ^- as ro �'�nralur K•V arR:. i'.[G '.m ew .n v�i�Rr is o M ]T ariv:L a?dV• �Aia tar ar VA,L OID REF(R Ta RtTMMU M alriAaa •T ,AIA 5NW'f k.i t A� ! 1 bag MikTCSTk1+6W pA0 wo �N:ti +tw0>rr:ELav -4a0 awRrVApE+twMIT) PUT � — sw COT R,y,. 7OP O, rh ilCaRwGw 7 r` Ta eY T281RAL. r r, a t swO�T �ro SOUTHWEST PARKWAY $Tv F r. T____ Lc*ra 9cLr i,,,,e LVtLac Pap RETAAVQtG WALL W121_8 yp0 .: of n.�EMEMt-� iT�' F�o>,�; _ 1 A �Tc� ,E.E�.,.tn..�NAF„ .s+o PLAN AND PROFLE STA.14+60.00 TO 1640037 MLLED SNVT 17yPJ RwrTs OM,Eo FOR a.RnTt SHEET 2 OF P a^ MD 'br.E,:tNz, iTACT '� WAJi •• Fa •, ,6 Oh _ iti:tin , mma Ra W-! T .-sg.... Q _..._ EXHIBIT A-5 (5 of 6) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Trinity to Forrest Park Wall (W121-7t W121-8. W121-19, W121-3) Art, IVA MIS. tt. t:t.A' All.'.t ro n[r�r,rc vain an4m Ytst YaLl y ai �war,rli acmwr Si i !•A • }/ure wft I "e`.Y,"Na"`w'°.w`4."'erd ...e••u + ' �:...�,'."` .rR.. ��..w .. �.., �I rA d' l[GLtC A1.� WA rya CMK *O.Qt ra KrAs" ruuu 00aft ,fir 4 ■m t4 opm-4 V Kiss " sTAKWAM ra AmaOIK MDAMTrOr. t. WIN, 1a saw Los 1K[Ts ra At woC [rww"I 1. 1.1" TO *mAm m rtm l to tatArm Am c.". - Or aA1.a -on 66 SIAM ,• rrm, Aim t7Qipuc�� = wimi D atm caw +kurra nra rare au�wa n GAIN N [ uo"1 " r,sor srr amp Nat[ j �kl - T'} � J 40 ESTMTEO MO TITES wITMNQ STA.14.6040 KQT" A -A ( � _' car ■Aa NTERN REVEM� •-..�"..4"�i.:.:.":'. to O 1Q/A/1r4 w" -at.t t_S STA. Q.MAL6lV IN." �[YSlu6 •RACi alDtra O rA4 Tc r K rAtII. s[D r lm..lt mr . wAo sw No T"✓ ---- __ ��'— _ - --- --_ --- _ SOUTHWEST PARKWAY — >.o __�, [lA. Qy[J!, sra.Q.rs.ral A aD rxsla.n.aAe rY�M01s0 corn •1 rAtm awl, {14R•,014 [l[V . ssA 4[V .7essd =, [t[v . 9la..a -PAapa[m t d, 104ywI 401111 s{iMi N4wr A11Y01Mtr •� •_ f1A.4•N10. hF♦' •sit.i7 --.—.—.—.—•—. __ ..�.�— RETixm WALL W121_5 `'� --- PLAN AND PROFILE ssD stArtstD.[tay.asam R[+ . sssm STA. a.wa Q[v . 545.r6 STA.4•w.[4 -. --- �O[taY a ROpls4 sarla" 0 VAt, al. cu.$57 IS n[. • ssr rs ' Tm Q a! V4/ we.m u[V .lMM sla.a.usa 6[v • SSAAD ,ev 7 aaLm surer ID vwt 'A i $TA.100OOA0 TO Mr60A0 SHEET 1 a 2 is. yQ,e.i t mc+sr roes" CaLtm fob[ f OR i[0 [a AMMrr� jj SIO 'Had = O tL[a VWt rtr►Jlts ,g ,Oe,Nr Ml.[D Saam m ra f *Av • COFlY.'r a SQr 311 ?_ _, - 4•40 it.aD Q•DO tlrw Y.pa EXHIBIT A-5 (4 of 6) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Trinity to Forrest Park Wall (W121-7, W121-8, W121-19, W121-3) 1 { AMMO MALL nF f ♦A 00 T'.. sSu0.D Li`tW.M.t Mur a _DnOm .4, MO:. 0 L RUMWr �bODLD G 12t STA SlfNt. M. ;Ot: K' LT. 121N-30E iN0 IAi�` Mt VA119.43 df_if TA 1S.d7 at tlt BTA 972+M.00. 100.0 r, _... WARNING CAUTION ..c.•,.• -1�r.Rac WALLwrn� H a`i`'�au'a+" a •ti cud"- _+'i';a .='""�+.''.�c`"`�."'a'":no ;. .�. .r r,pp+.�,Rf. .+}e.,-. v.•r+m NB SH 121 �M ,.c • :9r� nei•r +,xr s �ivm CYae�ir a'�rv. � •bhe.fi, �N�. � • •uxy W:r df .m.:EY .v'!F wC. Ar. Fs .Vuub roro , • i A,• to ^.: R n ate. �, � � i 'ry 9 � � � •� q' # � � �: �� a• o D � � � � mea ow" Lamm ^A" IOP b• MAN• S l9 T t . EST TED �Q•�fWR�pNBpTITES St U Lf ♦ dil d 6S j /rXa**" OFKfA3* ct EALL V14s7's PR rO PROFDSEO Rlr:tW.W 1 RRDPOS['D IDt1TPfltt MIl: eM_� RpD � ICGR+ IC4M.SYSG/L SMDVMG �tr r wQ!_i STA. }0•SS AIB _.ttW.rPtCW IDtORA+c ._._�....._.... ....�. �_ Or AC,f' Vd.U+[I f-iri Oi rY7Tl.OpA'(D m 7W � N[LOYi FF}uSiEO 0�01Ra � ���5 yw u rda a MAu BOTTW MALL \ leTra. s V t�. vuT_A SfA.+dNAS.lL[Y • SSSM✓ 4i� a LML�AS PAW L ��-'F.&4ABN44.4ROIlAI l'74 \ AT. Fla, ;F YAµ NiS .6751 � 4' DLIa � 4 Ll ,u pp �. �'w+e fill - Al g'o ep 9. P.. a i.♦ a. i A w 6.d .O -O A h n „ A'a A` A. A k j 0"m -40, 1"1* iO WAOWlk • AtA0mea ",A FOR DPW "TA DN A4TAL1 nEARDUT NETom WLLSI 0u[RAS RD7(B! STA. U.Sm L REKR TO Mtk"MO MALL DET143 am om NTArl1ANDN rDq 40046 4'WaRmu h. B. MOt M �a LBD SWt" OCR ADUTIM A. S. 44f i,V 'J (A Ro MD -S AIO M0,5 >f•.S NO ILE1S. 4. R•.s•P 'J I. Qiii+,R tnN,�l:...s COmim t� 17Y1 wO0/ED pow :wrl•9•e} . wL E 4$- frf ild14L N_A - 1R"�" _ i iyj' Dai.ea rn+ tl .lW1f P:+r4. tMTM `I SECUON A -A I BIG I loo INTERf�� •e NTE E yeORIA secs .YIEW u 9�Sy31bF+.�RBML..-.. _;•''w�.. f t J(- f M M Saff M•q.�i it :Md ar AFL6 Oil SND -RIIDR'bSEII A.We rT 4 �N07 SOUTHWEST PARKWAY 13.20 QEwt•SSSyO N70 4w AUM- Now me wu.WY AAtNMY' RETAINING WALL W121_19 PLAN AND PROFLE STA.10+00.00 TO 44+19A3 S1EET 1OF 1 OAO ^ �B 4t7d 1 • '24210} .�. , if:.ii740Y COm.o C. WT �1._R EXHIBIT A-5 (6 of 6) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Trinity to Forrest Park Wall (W121-7, W121-8, W121-19, W121-3) t00% SWBMTTAL a .ORO.sta[ «rEEt 0 A I0 so 10 r icy"" wu ,i¢ta f „T.,a.q ry w,.Tcow "Ulm off" to "Noma � MlTAmw Wwl9 in C+ao 0.,z1 STA Sl,.,l.l1. ,la wr' l,. l ,wrpa TO �I.Yw ral pETAU i0!!SCS !rI/TI No 21AMMA ! FOR IWa RrI Nt1,wl4. J. 000 TO 4006 ao0 T+tan rOt raw,T,Oa 0.,J, !L i!!+M •,. ICl2Y LT. Tf0.1.7rr S. WO TO T WVM Ilrr f011 LWM*G •,io •rraa C\[M1YR-' CO,KI[K - QAw Arm TM asmog TNEs ar pulls. s"I"64040 M. SIMP .sial u[„p,n. ..•Vs., TO nrrr csee nwms ww Mr r, } 121" pE t, lr.tlao ym •,rlw co"Inclaw OF ET••Mr WALM ,al7VOT VA" VM111{2 GUTON t ELM4' Val rW.i iJ--a�6I.•O-rW t tWK•- Vr[Y+d wu I., K[<. CaMa H wt .r pr W F Y� i Yfr.►a ey tYll�r aWK M ..,• 6fa,P4.>P�W. . `�i r� � T�i ~ fqir- «'-I.b I t1Yrt,-,rL .R 4-R.Y S.VtO wN rCran nM� Av�r�[rs. wI-i�b+«r r0 rr �•N. .K „�,...�,"T- w w r sm !00 MITERM YEW . IWWAaYrYw• wo ao SOUTHWEST PARKWAY !n sa sa No Plum i0ror ral RETAINING WALL W121_3 .�' sm sr.. ,•.:o PLAN AND PROFILE -�werrw oT � srti>.-sr.Ta ieTra +.0 srwq.[s.ta sTtirwaa [tn . sse..a Tso ro■ s out 'a"' [un ►s.aa tr0r a �OOFmV an a »fa0 FROPOW TOP, cur -!ring STA.14-60.00 TO 19-20M 1 on.[o T ,T,o, n�� SHEET 2 OF 2 ,o>KR 0r, $.Avis OITTm rap GMI:,, WWR Allm 9nrts ONTO POP itM,i„ so I __ �: �� s� air �A Ra �$ i$ rs� s�sx 2x A� �� �E �� �A �: 3. �� �� �r �� �'"s ���� ._ = ��` W r•��;,~ J•00 MYA WOO r>.0p r•00 r•o0 +A,XIr[r r6 9wEr OF ---- ,j,-•t- • a,.a[o ow540 l v,r« ,-w,•, >.• • Mio vw, wATCJR.NE STA. N.60,00 _ 4r Irt.,brMO IrVI mn3 cser•aa aamo /�• rkw V WWI.rr. cat T,a /r TOP fI ralrCtrli �-rlOrOsm �i,arr q r.q a ral sr•.ryr.ra 4Ev • SrSSA YMN ILIA.ifW.la ELEr . SOw �vrw.J4 EXHIBIT B-11B UP Retaining Wall Summary and Depiction of Locations of Abut Connection Wall East, Abut Connection Wall West and Forest Park to FWWRR Wall [follows this page] B-11B-1 DAL:0567318/47205:1851513v 10 EXHIBIT B-1 TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) SH121 (SWP) and UPRR Retaining Wall Summary �...: . .is Exhibit B-2 Abut Connection Wall West (MP 248.0) �---• F i f 1 n�m ^ .wrn acui i 3 Exhibit B-2 Exhibit B-3 H Abut Connection Wall East Forest Park to FWWRR (MP 248.0) (MP 247.4) i.•.�+�...i J EXHIBIT B-2 (1 of 1) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Abutment Connection Walls East and West (MP 248.0) owes ar ■uni- _ 7tf.r q.a ., �� ..�...-�rytrjf� .u'r""". � _. ...,,, I , I Ev ' �� t ;wr..ct. AaisST REfi V ..,...-.-.� ....._._...._._-_.-.._..-UUCNwre r�wonw tU l' lwmn fy`�"'f'.."" _� �."�"�'---w _..__ .�t- �' ,_wartiu.n.wm fe oe[[r swe�a.__.r.... _ � '�...�• �f --��7:...a-_,. It i tiff', il - { 4 :,-4 4-1 ,._;..44 it lul I tl 1 _ lA /OU •.. •• �YPIIiVR UqG. .. .. __.. i t.JA7AN rI f7Mtff! rfA !]i 16�p[bt ,r 014 Vllnw, lEp M q 11a pair � 41tl1 YDO Ate �'r�rIXµOPfit MtP[Nf11Y 1� V /r.aw nY rta�r � lPkififl .ltt Ri.iP w 7SP11tL twetw9n P[' W6IRICIkr'T.t'ir t,P +14 Iity, ltrf T lw r ra �+t K cJ(i 1R( MO M>(CtY U1LPYl0 a B�ieT wu+e n w'imsx ww.ay�� ;. a� rt+ntPn. umrn �,re w warn r u { uw ew "1�' tii�ue`i"... rw. r r"enunn"`"n 'r`w [.It ww ar n (rPIiM.. 11Mwfiwr it Pt fJM7NKSlr Nt nK l FQRFQN unr ruf. CONSf� C CONSTRUCTION oat*,a to w 7rn a �a a 7 ZZ TCONSTPUCTIDN C01lfl.IANM un.ewY �� mr� 04wb°'.nven" �y +�y�w ,yam a i. +wrr tr wr1 went r11rp d. eYMM1PIq IM M Prjrt�� �d llN,y-.rl, w. PIP P� TNYP�'Y �P m�,vNtf rrr f/�/w��.w�t(/�NKI� li 'Mv� ,lllll'7wtra RARROAD 7rIrr7K/r1,�y�y airr�Nag uc w Gf1WL «MWICO�II 7rEE" r< /t feeaiifesi "m EXHIBIT B-3 (1 of 2) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Forest Park to FWWRR Wall (MP 247.4) bI4NIF SGIEaKE A�,,�_ ._..t �, OtMiJi SME[ +iAN ifutCt M t� ` r E -3d[,_ ''"" ' Lti' ii.iY't'Knziititar:- � t AE e\i � 6-dMitQMWitf?iYi,MEP.ip4 F.-_ ..5... �., _ Kb Kit S[ilEtl E Ee1tK RiM,} .. -.•�""Yll E�1 i) kiEWM' /tl SKKN i KbYMKMt KLIIS � f+lt t al � . •��A�'�...Agmltu ew AKLOKtNi EEryt/aHi.Y T - IIEIEbgK W,, uSOptiS ,1 KKid(b4 K Nti RE l wriz M1 tom."�„��"'� _^ a nt W i K—iab�� ibN\� \tY K K 1Z—c[K SCtal t f\ID L\Y ..—.^..• ^ ��^ "`�� �-,•,•—••---.•• • iell}L l` F it etnflgK Wi Sf4e\L E t\IYfl eee K4Ktlt0C KIN S ?� pbjbtt rW lePf9!t 0.1 }K aO K i/P iMt it4!4 Oft i l . _ � rtL - jpeN tMtlr Sie1PI— r., IEi RlttiM Wi eKl\Y 1 j'"KKu ,.-1fAtYPoA N0E`y.bi O IIII)Klf. W l Lllbtl x tAIIOC YC KL1t K.tU,S A_ Ktt L R •. ._._ ... i •t ��t}���li�, (j y���KKfy�, E�lM,i ytl�ylly�� pt { �y �'-"- �AII�Yn f WSE W Si�1EN _ K'JlM11Cst K)Nit YMitt t Sr RN__tC Wt MYlt1 �41nO1CPE Y[N.f �llf[Yt Tii _•�•••_-••�— / KYlfi Self _ .'`�ILEITER AKt _!i It FlMHK , Y�K:1W}fK 9C!%a�if+C4?iIX 3�_______•+µ —.Y�/ ift. l'K INy�Ly�{ K �efMii'�lr. •! tICI tKf re111Ki11 K.� K \nEb1[K Wt lf0[n t KSMOCIt 9EatJ [MEti } tl ri i\n — cytti . if-+ ..._. GOfTl6 lfK Uwimim worW7 " -telKfY{m Klt Ker NEQ itMl4✓ Ptp 4i K tM"`,�CUVtglsst,�J.. ` AV �•.. � ,%/ j � ,•. yty E`ft SiL IIOIDYP `A`a • ��! f ( • O' Q tttR® rl\ IKd � � �MMR4-! T all .E,..t ii Eli Eli, 13—nufteww"I 4 SECTION DES IGNATION PLAN 11 OF 21 6 ,ELEVATION t1 2!_ K. r• T TRIJCT ION COYPL 1 ANCE "`"'" 3 wteM. � t/EiIEO! !R Ht.7C AID Ml HLiOt OiaM\rn. 1e11 M a"ri'lt.l\. a%tyw � �.��'\tel/.�t)1nelrvw a.r?v� iKK KC1tK Ylitlle a � ti btlmml .'1 s= KIYrt1,41FIL�� IYMtll I EBEW gtEiti SpQT ! Of 71 ape1�- 1 fN !b 110312 EXHIBIT B-3 (2 of 2) TO RETAINING WALL ACCESS AND MAINTENANCE AGREEMENT (TxDOT-UPRR) Location of Forest Park to FWWRR Wall (MP 247.4) ILe! wN t1JYE M,bOt51'N ..�-••,,,_.�•— �-'--.,.--.. '`+�,.,� sn "� :.:, , y�yp�uan:.. ,cw' a twtr¢ruca ow .•^�-� ^," _v�Mr" jjj -�"�`f 7Nir LiJtOL*a�iMC bit. <Nu�i[r�RlHM�6 MLL{, iili aR[9U1� �,�P�jp(j$ _-!e 1 til2 1I�fEE� YI.LL �teJStXtF iMi .t P3 MWR �.# S�lAa.t�•fii: :G ,e_ �./ a�r.,..vm:w.+" m iL' .1WW r�tgEti6 AN`tOrM.S !�Bt tCl SMIJ +M1 li� Ifj._iQ to 111fE•JI!4[ IAL• tw M tt 4W S Nf IOtEf, 'Jfl. K tap . _ I .. _.•,••• "y • 3 [ i_ 1 vt: }RINt N!'it ?tE0D1tYC pllLti}416 �NI R'ri1 .i wimaW Z ,...-- ,...••" _,r- L IMLLN ats �,^„_�. ..�J _..} rp[J e:K •�n5�x[:Nr ------ on, W . �. r Id•C� y. J-^' �,_..-- •—•... ' }}K r M tt}ta}N, `wl �'IF Iq JAI' -. .. •.. __ - .,.-�. w[^..... _..•_.�.-___—• � .}itr'�a-'.ts�tnG i.int`�` _- �..__ r' _ _^^^ t ,,a es,�iu`iu?r![JL�'uua7iiwaiii }�JE��t� 1._._.._ LI .J• 4 iJ�J�H:t-1oflY�trMuunM-1Y j 'A' KM Y}j. MLF fMZ a W i (/�...Itir rt "M w4: .-.6.1{aii wY. } lC' Mieti}t Wt !. S K AIYR !Ft R ILS nG M}!iSLSMf Ml J �- 7 { ! YfMt' . d E d E i Ltlt[liMttft Q sla \ ` t tP •F.—•.'RhmARC ' oia YIMC t� IWLtC t# tpdRFlfl'sJi9 E/lot!J 14! M1tMJ i•1 woo ,.� ,,-fit M i � Lti y w rr..r , iJ /Q p 14 Nit t }M t-�'•� w} Jd. NO N ELEVATION 12 OF 21 You P N Roxam— w�M rM /01111P R ?Ii.70 Yi R l�4901 IMM 1SI}N wltwY m rr. % — - ! M 30 118312 EXHIBIT B-12A �..11 APPROVED LEGAL DESCRIPTION OF PARCEL 09-10 PT3 AND RELATED DEPICTIONS OF ADDITIONAL CROSSING AREA [follows this page] B-12A-1 DAL:0567318/47205:1851513 v 10 Tract 09-10 Pt3 ROW CSJ: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 1 of 6 Pages Being a 1.798 acre tract of land situated in the E. S. Harris Survey, Abstract No. 688, City of Fort Worth, Tarrant County, Texas, said 1.798 acre tract of land being a portion of Lots 1-8, Block 1 of Restaurant Row Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Cabinet A, Slide 6834 of the Plat Records of Tarrant County, Texas, said Lot 1 being deeded by Union Pacific Railroad Company to SPH 1997, Ltd. by Special Warranty Deed dated August 26, 1997 and recorded in Volume 12883, Page 574 of the Deed Records of Tarrant County, Texas, said Lot 2 being deeded by SPH 1997, Ltd. to Houghton Capital Corporation by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169854 of said Deed Records of Tarrant County, Texas, said Lot 3 being deeded by SPH 1997, Ltd. to ECV Partners, Ltd. by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169855 of said Deed Records of Tarrant County, said Lot 4 being deeded by SPH 1997, Ltd. to CFF Partners, Ltd. by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169856 of said Deed Records of Tarrant County, said Lot 5 being deeded by SPH 1997, Ltd. to Houghton Capital Corporation by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169857 of said Deed Records of Tarrant County, Texas, said Lot 6 being deeded by SPH 1997, Ltd. to Commerce First Financial, Inc. by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169858 of said Deed Records of Tarrant County, Texas, said Lot 7 being deeded by SPH 1997, Ltd. to Houghton PK Management, LLC by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169860 of said Deed Records of Tarrant County, Texas, said Lot 8 being deeded by SPH 1997, Ltd. to CFF Corporation by Special Warranty Deed dated June 6, 2006 and recorded in County Clerk's File No. D206169859 of said Deed Records of Tarrant County, Texas, said 1.798 acre tract of land also being a portion of a 1.938 acre tract of land deeded by Thos. W. Lake to the Texas and Pacific Railway Company by Deed dated January 23, 1879 and recorded in Volume K, Page 581 AND Volume 936, Page 563 of said Deed Records of Tarrant County, Texas, said 1.938 acre tract of land also being a portion of Lots 2 through 6, Block 10 of Sangamo Park, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 565, Page 352 of said Deed Records of Tarrant County, Texas, said portion of Lots 2 through 6 being deeded by Eda O. Dumble and husband, R. Norman Dumble to the Texas and Pacific Railway Company by deed dated September 22, 1926 and recorded in Volume 936, Page 563 of said Deed Records of Tarrant County, Texas, and also being a portion of the existing right-of-way of Metropolitan Highway 50 (a variable width right-of-way), said 1.798 acre tract of land being more particularly described by metes and bounds as follows: GORRONDONA & ASSOCIATF-S, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817-496-1768 Tract 09-10 Pt3 ROW CSJ: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 2 of 6 Pages BEGINNING at an "X" cut in concrete found for the east corner of said Lot 8 and the east comer of said Restaurant RoW Addition, said "X" cut in concrete being the intersection of the southwesterly right-of-way line of Forest Park Boulevard (a variable width right-of-way) with the existing southeast right-of-way line of State Highway 121, said "X" cut in concrete also being in the northwest right-of-way line of the Union Pacific Railroad, said "X" cut in concrete having grid coordinates of N=6,952,629.41 and E=2,321,253.20; (1) THENCE South 58 degrees 05 minutes 54 seconds West, with the southeast line of said Restaurant Row Addition, with the northwest right-of-way of said Union Pacific Railroad and with the existing southeast right-of-way of said State Highway 121, a distance of 1066.96 feet to a R.O.W. Marker found for the intersection of the existing southeast right-of- way line of said State Highway 121 with the northeast right-of-way line of Metropolitan Highway 50 (a variable width right-of-way); (2) THENCE North 83 degrees 39 minutes 33 seconds West, with the northeast right-of-way line of said Metropolitan Highway 50, a distance of 2.30 feet to a point for corner; (3) THENCE South 57 degrees 06 minutes 22 seconds West, a distance of 425.91 feet to a point for corner in the southwest right-of-way line of said Metropolitan Highway 50, from which an "X" cut in concrete found for reference in the northerly right-of-way line of West Rosedale Street bears South 73 degrees 08 minutes 56 seconds East, a distance of 83.96 feet; (4) THENCE North 73 degrees 23 minutes 05 seconds West, with the southwest right-of-way line of said Metropolitan Highway 50, a distance of 47.07 feet to a R.O.W. Marker found for corner at the intersection of the existing southeast right-of-way line of State Highway 121 with the southwest right-of-way line of said Metropolitan Highway 50; (5) THENCE South 58 degrees 10 minutes 40 seconds West, with the southeast line of said tract of land deeded to the Texas & Pacific Railroad and with the existing southeast right-of- way line of said State Highway 121, a distance of 445.51 feet to a R.O.W. Marker set for the intersection of the proposed southeast right-of-way line of said State Highway 121 with the existing right-of-way line of said State Highway 121, said R.O.W. Marker being the beginning of a Control of Access Line, said R.O.W. Marker being 127.03 feet left of and at right angles to centerline station 378+73.58 of the proposed centerline of State Highway 121, said R.O.W. Marker being the beginning of a non -tangent curve to the left having a radius of 5,737.99 feet, a central angle of 02 degrees 07 minutes 32 seconds and whose radius bears a radial bearing of North 33 degrees 04 minutes 55 seconds West; GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH. TEXAS 76112 817496.1424 FAX 817-496-1768 Tract 09-10 Pt3 ROW CSJ: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 3 of 6 Pages (6) THENCE with said non -tangent curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 212.87 feet to a R.O.W. Marker set for the beginning of a reverse curve to the right having a radius of 5,721.16 feet, a central angle of 01 degrees 52 minutes 14 seconds and whose radius bears a radial bearing of South 35 degrees 12 minutes 27 seconds East; (7) THENCE with said reverse curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 186.78 feet to a R.O.W. Marker set for corner; (8) THENCE North 58 degrees 10 minutes 41 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 199.29 feet to a R.O.W. Marker set for corner; (9) THENCE North 55 degrees 53 minutes 15 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 25.02 feet to a R.O.W. Marker set for corner; (10) THENCE North 58 degrees 10 minutes 41 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 302.12 feet to a R.O.W. Marker set for beginning of a curve to the left having a radius of 1,453.81 feet, a central angle of 04 degrees 37 minutes 24 seconds and whose radius bears a radial bearing of North 31 degrees 49 minutes 19 seconds West; (11) THENCE with said curve to the left, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, an arc length of 117.31 feet to a R.O.W. Marker set for corner; (12) THENCE North 58 degrees 11 minutes 44 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 882.35 feet to a R.O.W. Marker set for corner; (13) THENCE North 88 degrees 10 minutes 54 seconds East, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 38.26 feet to a R.O.W. Marker set for corner; (14) THENCE North 31 degrees 49 minutes 20 seconds West, with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 3.09 feet to a R.O.W. Marker set for comer; GORRONDONA & ASSOCIATES, INC. 670713RENf WOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817.496-1424 FAX 817-496-1768 Tract 09-10 Pt3 ROW CSJ: 0504-02-018 Date: May 13, 2009 Exhibit A, Page 4 of 6 Pages (15) THENCE North 58 degrees 10 minutes 46 seconds East with the proposed southeast right- of-way line of said State Highway 121 and with said Control of Access Line, a distance of 14.56 feet to a R.O.W. Marker set for corner in the northwest line of said Restaurant Row Addition and in the southwest right-of-way line of said Forest Park Boulevard, from which a 1/2 inch iron rod found for the most easterly north corner of said Lot 8 and for the most easterly north corner of said Restaurant Row Addition bears North 29 degrees 06 minutes 56 seconds West, a distance of 40.15 feet; (16) THENCE South 29 degrees 06 minutes 56 seconds East, with the northwest line of said Restaurant Row Addition and with the southwest right-of-way line of said Forest Park Boulevard, a distance of 33.23 feet to the POINT OF BEGINNING, and containing 78,303 square feet or 1.798 acres of land, more or less. Notes: (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD- 83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 5/8 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND JUNE 3, 2004 Richard Kennedy RICHARD NNEDY Registered Professional Land e�r�ors52� P No. 5527 S U FN OORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD Su1TE SO FORT wORTK TEXAS 76112 817-496.1424 FAX 817-496-1768 INTERSTATE HIGHWAY NO. 30 VICKERY B0U , L ,4n S RdSTAUR4A'T ROIL .dDD11Y0N ���� -A �s • y SPH 1%7, LTD. CABINET A, SLIDE 6643 O` ,(� 4 VOLUME 12553, PAGE 574 P.R.r.C.T. ; n \�[� O.R.T.C.T. PROPOSED - TEXAS h PACIFIC RAILRW � ` \ �(�' • Y �'i�/. 9 `71 r/QP �f. • • ,o CENTERLINE VOLUME K, PAGE 581 OF �y 1s �/ %� S LOT 1 _ $H 121 VOLUME 93E, PAGE 563 \ Q 0 n/"�� 380+00 O.R.T.C.T. \ 376+00\ �1 y +Q vVn 371+00 0 d <oTY "Rat �t ` �i J PROPOSED ��` r 1iT9�: • - , _ i u w M s'�'o� RICHT-CF-WAY L4 S SET ROW "C OF A' u' 3 SEi Row MARKER ? Js N 58' 10'41 "E N 58' 10'41 "E ro ; N 58-11'"''E Z LOT d ; STA. 3� +73.58 2 199.29E L- 302.12E * C-3 882.35E cry :u n,t S 58' 10 5 ?SET ROW' lv.v,: i i 40 445. 1 S 0� ET R .. �..K.. FNDROW MAF3K�R ��..................................................................•....•• .....,•.. ::.....::: � EXISTING `OTs STA. 374+28.06 S 5706 22"W 425.91 SF� S 58'0 5 54"W 1086.98 RIGHT-OF-WAY N `� FNO ROW FNO ROW VARKER SH 121 \ ` MA KER ` S 73'08'56'E DETAIL 'A' EXISTING 83,88 EXISTING RIGHT-OF-WAY ~ s \ \ FNO 'X' CUT RIGHT-OF-21WAY SH 121 ROSEDAr , STREET �� IN CONCRETE RIGHT -OF --WAY METROPOLITIAN HIGHWAY CURVE TABLE CURVEI RADIUS DELTA I ARC C-• 1 C-2 1 5721.1&- C-3 4' 7 4 17.31 LEGEND PROPERTY PROPOSEED UNE ROW LINE SURVEY LINE EXIST. EASEMENT UNE CNTL OF ACCESS UNE m 'C OF A' RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND JUNE 6, 2002 RICHARD KENNEDY, RPLS No. 5527 k ASSOCIATES, INC. • 6707 LINE TABLE UNE BEARING DISTANCE L-1 N 8.739'33*W 2.30 L-2 N 73'23'05"W 47.07 L-3 N 55'53' 15"E 25.02 L-4 N 88'10'54"E 38.26 L-5 N 31'49'20'W 1 3:09 L-6 N 58' 10'46"E 14.56 L-7 S 29'06'56"E 33.23 K RICHARD KENNEDY A 5527 yr Q�FZsS SUR` PAGE 5 OF 6 PAGES DETAIL 'A' NOTES: 50 (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NM-83, NORTH CENTRAL ZONE, UTILIZING A TXOOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT, (4) RJCHT-OF-WAY MARKERS ARE S/8"IRON RODS WITH BLUE CAPS STAMPED "GORRONDONA k ASSOC INC FORT WORTH TEXAS', UNLESS NOTED OTHERWISE (5) PROHIBITEDACCESS IS 'CONTROL F ACCESS UNE" TO THE: TRANSPORTATIOFACILLI Y FROM THE ADJACENT PROPERTY. 150 75 0 150 SCALE IN FEET TX. - PH. 817/496-1424 FAX 017/495-1758 w Q Ld Z_ _J I NORTH TEXAS TOLLWAY AUTHORITY 1 STATE HIGHWAY 121 RIGHT-OF-WAY PLAT TRACT 09-10 PT-3 AREA: 1.798 AC. OWNER: SPH 1997, LTD., HOUGHTON CAPITAL CORP. EGY PARTNERS, LTD., CFF PARTNERS, LTD. COMMERCE FIRST FINANCIAL.., INC. HOUGHTON PK MANAGEMENT, LLC OFF CORPORATION TEXAS & PACIFIC RAILROAD MAY 13, 2009 SCALE 1" - 150- Q w uj _Z f�9~DpR OF ��ST Y�CKL' t=$ �Rr 365+00 a+ COMMERCE FIRST Zo FNI4ICYFl, !NC G.C.F. No. 0206169656 U 1p e1� L. f IN&'zltT,1�R pp °c _ eee,l,� °N cr Rae ,b�'tStpA. B�UL�VARID 361+00 HOUGHMN PK PROPOSED CENTERLINE SH C.C.F. LLC NNOO. D206�169860 CORPORATION OPOSED D.R.T.0 T, C C F117 NO DZ06169859 u RIGHT-OF-WAY D.R.T.C.T• FND 1/2"IR N 58'11'44"E : 'c of A• 882.35' LOT 5 .....................IAT 7,' LOT 8' . :...:'a.'. ..... .'.-.;;;-.' ........,,.i-,,•1,.=.ai.`:.ii.-�...�.,......._.........«_. "_...._... .,....'•m . ..... S 58'05'54"W 1066.96' 1 \ UNPON PW ��OV" R[rZ1�L ROA DDI- EXTING RIGHT-IS OF-WAY OE7AlL '8' `V' SH 121 CURVE TABLE CURVE RADIUS DELTA I ARC C-1 ' 37.99 02' C-2 5721, 15L. 01'52'14" C-3 1 53 ' LINE TABLE LINE BEARING DISTANCE L-1 N 8339'33*W 2.30 L-2 N 7.T23'05*W 47.07 L-3 N 55'53'15"E 25.02 L-4 N 88' 10'S4"E 38.26 L-5 N 31'49'20"W 3.09 L-6 N 5e 10'46"E 14.56 L-7 S 29'06'56"E 33.23 LEGEND PROPOSED ROW LJNE PROPERTY LINE SURVEY LINE �-- —;:-- EXIST. EASEMENT UNE CNTL OF ACCESS LINE ___ u—T1f—uiir •C OF A• RECONSTRUCTED CORNER RCC SURVEYED ON THE GROUND JUNE 0, 2002 RICHARD KENNEDY, RPLS No. 5527 P, MARKER ' .'in DETAIL '8' RICHARD KENNEDY IA,,,'.M27 Q`�! 9yO`�.. fSS SUR h ASSOCIATES. INC. • 6707 BRENTWOOD STAR n'&4,i7 �°cOS 4/0SLR` IV0 -rw .� N 29'06'56'W T40,15' LOT 1 SEI ROW MAR 121,00' LT, 359+00.65 P.O.B. FND "X" CUT IN CONCRETE N-6, 952, 629.41 E-2,321, 253.20 150 75 0 150 SCALE IN FEET PAGE 6 OF 6 PAGES WORTH, TX. -PH. 817/490-1424 FAX 917/495-1768 NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY OATE HEREWITH ACCOMPANIES THIS PLAT, (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DISTANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-53, NORTH CENTRAL ZONE, UTILIZING A TXDOT SURFACE FACTOR OF 1,00012 FOR THIS PROJECT. (4) RIGHT-OF-WAY MARKERS ARE S 0" IRON RODS WITH BLUE CAPS STAMPED "GORRONDONA k ASSOC INC FORT WORTH TEXAS", UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE "CONTROL OF ACCESS UNE' TO THE TRANSPORTATION FACILITY FROM THE ADJACENT PROPERTY, I NORTH TEXAS TOLLWAY AUTHORITY STATE HIGHWAY f 2 f RIGHT -OF- DAY PLAT TRACT 09-10 PT3 I AREA: 1.795 AC. OWNER. SPH 1997, LTD., HOUGHTON CAPITAL CORP, ECV PARTNERS, LTD., OFF PARTNERS. LTD. COMMERCE FIRST FINANCIAL, INC. HOUGHTON PK MANAGEMENT, LLC CFF CORPORATION TEXAS & PACIFIC RAILROAD MAY 13. 2009 1 SCALE: 1' - 150' M-9 .110 #: 1,9 I Form . ---. 411 r EXISTING HIGHWAY CROSSING G7AREA � Fz Fs 4r f =is j ROSEDAIE i I 41 i ; SH 121(SWP) p ROSEDAL.E CROSSING AREAS EXIHBTT SHEETIOF2 NYM 0 no i ORAPN[C ALE N FEET July 22, 2009 S6xt No. SC EXHIBIT B-12B APPROVED LEGAL DESCRIPTION OF PARCEL 09-10 PT5 AND RELATED DEPICTION OF ADDITIONAL CROSSING AREA [follows this page] B-12B-1 DAL:0567318/47205:1851513v 10 Tract 09-10 Pt5 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 1 of 4 Pages Being a 0.086 acre tract of land situated in the T. White Survey, Abstract No. 1636, City of Fort Worth, Tarrant County, Texas, said 0.086 acre tract of land being a portion of the east remainder of a tract of land described as Tract No. 2 deeded by Charlie Hillard to Charlie Hillard, Inc. by Deed dated December 7, 1978 and recorded in Volume 5566, Page 188 of the Deed Records of Tarrant County, Texas, said 0.086 acre tract of land also being a portion of the existing right-of- way of West Rosedale Street (a variable width right-of-way), said 0.086 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 1/2 inch iron rod with cap stamped `Brittain & Crawford" found for the east corner of said 2.747 acre tract of land, said 1/2 inch iron rod with cap stamped "Brittain & Crawford" being the intersection of the existing southeast right-of-way line of State Highway 121 with the southwesterly right-of-way line of Rogers Road (a variable width right-of-way), 1/2 inch iron rod with cap stamped "Brittain & Crawford" also being in the northwest line of a tract of land deeded to Union Pacific Railroad Company as recorded in Volume K, Page 582 of said Deed Records of Tarrant County, Texas, said 1/2 inch iron rod with cap stamped 'Brittain & Crawford" also being the beginning of a curve to the right having a radius of 5689.65 feet, a central angle of 04 degrees 26 minutes 20 seconds and whose radius bears a radial bearing of North 32 degrees 00 minutes 30 seconds West, said 1/2 inch iron rod with cap stamped 'Brittain & Crawford" having grid coordinates of N=6,950,839.13 and E=2,318,339.56, said 1/2 inch iron rod being 139.09 feet left of and at right angles to centerline station 393+21.91 of the proposed centerline of State Highway 121; (1) THENCE with said curve to the right, with a southeast line of said 2.747 acre tract of land, with the northwest line of said Union Pacific Railroad Company tract of land, and with the existing southeast right-of-way line of said State Highway 121, passing at an arc length of 278.76 feet a R.O.W. Marker set for corner in the north right -of way line of West Rosedale Street (a variable width right-of-way), said R.O.W. Marker being 140.57 feet left of and at right angles to centerline station 395+94.03 of the proposed centerline of State Highway 121 , in all, an arc length of 440.79 feet to a point for comer in the right -of way of said West Rosedale Street, said point being the beginning of a Control of Access Line, said point being 141.24 feet left of and at right angles to centerline station 397+52.17 of the proposed centerline of State Highway 121; (2) THENCE North 58 degrees 37 minutes 43 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 364,31 feet to a R.O.W. Marker set for corner; GORRONDONA & ASSOCIATES, INC. 6707 BRENI'WOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-4%-1424 FAX 817-496-1768 Tract 09-10 Pt5 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 2 of 4 Pages (3) THENCE North 62 degrees 26 minutes 33 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 66.34 feet to a R.O.W. Marker set for corner; (4) THENCE North 58 degrees 09 minutes 51 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 4.21 feet to a R.O.W. Marker set for corner; (5) THENCE North 31 degrees 49 minutes 06 seconds West, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 1.42 feet to a R.O.W. Marker set for corner: (6) THENCE North 58 degrees 10 minutes 54 seconds East, with the proposed southeast right-of-way line of said State Highway 121 and with said Control of Access Line, a distance of 5.66 feet to a R.O.W. Marker set for corner in the northeasterly line of said Tract No. 2, said R.O.W. Marker being in the southwesterly right-of-way line of said Rogers Road; (7) THENCE South 32 degrees 20 minutes 48 seconds East, with the northeasterly line of said Tract No. 2 and with the southwesterly right-of-way line of said Rogers Road, a distance of 9.25 feet the POINT OF BEGINNING, and containing 3,752 square feet or 0.086 acres of land, more or less. GORRONDONA & ASSOCIATES, INC. 6707 BRF.NTWOOD STAIR ROAD SUITE SO FORT WORTH. TEXAS 76112 817AW 1424 FAX 817-4961768 Notes: Tract 09-10 Pt5 ROW CSJ: 0504-02-018 Date: May 18, 2009 Exhibit A, Page 3 of 4 Pages (1) A plat of even survey date herewith accompanies this legal description. (2) All bearings are referenced to the project control for State Highway 121. All bearings and distances are surface. (3) All coordinates are grid coordinates, based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. (4) Right -of -Way Markers are 518 inch iron rods with blue caps stamped "Gorrondona & Assoc Inc Fort Worth Texas", unless otherwise noted. (5) Access is prohibited across the "Control of Access Line" to the transportation facility from the adjacent property. I HEREBY CERTIFY TO THE NORTH TEXAS TOLLWAY AUTHORITY THAT THIS SURVEY PREPARED BY ME WAS ACTUALLY MADE UPON THE GROUND AND THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON ARE CORRECT AND THAT THE TITLE LINES AND LINES OF ACTUAL POSSESSION ARE THE SAME. SURVEYED ON THE GROUND April 25, 2005 OF Richard Kennedy- -- -- Registered Professional Land rrEss�-QC) No. 5527 S GORRONDONA & ASSOCIATES, INC. 6707 BRENTWOOD STAIR ROAD SUITE 50 FORT WORTH, TEXAS 76112 817-496-1424 FAX 817-496.1768 CURVE TABLE CURVE I RADIUS I DELTA I ARC C-1 4 9 N 58'37'43"E EAST REMAINDER OF TRACT NO. 2 CHARLIE HILLLARD, INC. VOLUME 5566, PAGE 188 D.R.T.C.T. 364.31' PROPOSED — RIGHT—OF—WAY "C OF A" '!Z" r ST� ___l rg,4 OF•K'4rR76 ��T 36 v U� OIlQ PROPOSED CENTERUNE SH 121 a L-2 L-3 Q r W —1. '9' DETAIL N.T.S. O IY > SET ROW MARKERN 82*28'33'E 66.34' C-1 SEE EXISTING DETAIL '19 RIGHT—OF—WAY SH 121 UNION PACIFIC RAILROAD COMPANY RAO VOLUME K, PAGE 582 \ D.R.T.C.T. LINE TABLE LINE BEARING DISTANCE L-1 N 58709'51"E 4.21 L-2 N 31'49'06"W 1.42 L-3 N 51r10'54"E 5.66 L-4 S 32'20'48"E 9.25 LEGEND \ PROOPOSED P UNE LINET SURVEY LINE— ��� •G OR•..�� EXIST. EASEMENT OF ESNE (-C OF A-) RICHARD KENNEDY RECONSTRUCTED CORNER MCC SURVEYED ON THE GROUND AUGUST 15. 2002 5527 60 30 0 60 �iLfSSCt \ SUR`� SCALE IN FEET RICHARD KENNEDY, RPLS No. 5527 PAGE 4 OF 4 PAGES GORRONDONA & ASSOCIATES. INC. • 6707 BRENTWOOD STAIR ROAD. SURE 50 FORT WORTH. TX. • PH. 817/496-1424 FAX 817/498- P.O.B. FIND 1 /2"IR %rAP STAMPED BRRTAIN & CRAWFORD" N-6.950,839.13 E=2,318,339.56 139.09' LT_ 393+21.91 NOTES: (1) A LEGAL DESCRIPTION OF EVEN SURVEY DATE HEREWITH ACCOMPANIES THIS PLAT. (2) BEARINGS ARE REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. BEARINGS AND DL4TANCES SHOWN ARE SURFACE. (3) THE COORDINATES SHOWN ARE GRID COORDINATES, BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL ZONE, UTILIZING A TXDCT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. (4) R1GHT- OF -WAY MARKERS ARE 5/8" IRON RODS WITH BLUE CAPS STAMPED "OORRONDONA h ASSOC INC FORT WORTH TEXAS", UNLESS NOTED OTHERWISE. (5) ACCESS IS PROHIBITED ACROSS THE "CONTROL OF ACCESS LINE" TO THE TRAN5PORTATION FACILITY FROM THE ADJACENT PROPERTY, NORTH TEXAS TOLLWAY AUTHORITY SOUTHWEST PARKWAY (SH121 T) MUTUAL ACCESS ACREEMENT TRACT 09-10 PT5 I ARE&- 0.086 AC. OWNER: THE STATE OF TEXAS MAY 18, 2009 1 SCALE: 160' -CC - 7-4 � 1 y .r 1 F ROSEDALE _ ewsrma waxw�x so atosserc nxe,� �up i i SH 121(SWP) ROSEDALE MOSSING AREAS EXHBIT SHEET 2 OF 2 r� NTZA FolowitrK July 22, 2009 EXHIBIT B-13 APPROVED LEGAL DESCRIPTIONS OF PARCELS 23PE-1 AND 23PE-2 [to be attached] B-13-1 DAL:0567318/47205:18 51513 v 10 WATER AND SANITARY SEWER RELOCATIONS WITHIN UPRR YARD FOR SH 121T CITY PROJECT No. 01332 ,%Wi PROPOSED 48" WATERLINE 570.1 W. VICRERY BLVD., FORT WORTH S.C. INMAN SURVEY, ABSTRACT No. 824 EXHIBIT "A" Being a centerline description of a. proposed 48" waterline situated in the S.C. Inman Survey, Abstract No. 824, City of Fort Worth, Tarrant County, Texas, said centerline description across a tract of land deeded to Texas & Pacific Railroad Company as recorded in Volume 705, Page 29, Volume 963, Page 273 and Volume 45.58, Page 276 of the Deed Records of Tarrant County, Texas, said centerline description being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod with cap stamped "GORRONDONA" found for the intersection of the proposed northerly right-of-way line of State Highway 121 with a west line of said tract of land deeded to Texas and Pacific Railroad Company, from which a 5/8 inch iron rod with cap stamped "GORRONDONA" found for an exterior ell corner in a northerly right-of-way line of said State Highway 121 bears North 12 degrees 56 minutes 00 seconds West, a distance of 92,93 feet; THENCE South 12 degrees 56 minutes 00 seconds East, with the west line of said tract of land deeded to the Texas and Pacific Railroad Company, and with an easterly right -of way line of said State Highway 121, a distance of 205.39 feet to a 5/8 inch iron rod with cap stamped `°GORRONDONA" found for an exterior ell corner in the southerly right-of-way line of said State *400ple Highway 1.21; THENCE North 63 degrees 33 minutes 18 seconds East, with the proposed southerly right-of-way line of said State Highway 121, a distance of 11.01 feet to the POINT OF BEGINNING; THENCE South 21 degrees 44 minutes 14 seconds East, a distance of 93.42 feet to a point for comer, THENCE South 09 degrees 42 minutes 31 seconds East, a distance of 174.94 feet to a point for comer; THENCE North 89 degrees 40 minutes 11 seconds East, a distance of 354.34 feet to. a. point for corner; THENCE North 29 degrees 56 minutes 58 seconds East, a distance of 161.15 feet to a point for comer; THENCE North 07 degrees 26 minutes 58 seconds East, a distance of 63.90 feet to a point for corner; THENCE North 29 degrees 56 minutes 58 seconds East, a distance of 124.49 feet to a point for comer; Page 1 of 2 WATER AND SANITARY SEWER RELOCATIONS WITHIN UPRR YARD FOR SH 121T CITY PROJECT No. 01332 PROPOSED 48" WATERLINE 5701 W. VICKERY BLVD., FORT WORTH S.C. INMAN SURVEY, ABSTRACT No. 824 THENCE North 41 degrees 11 minutes 58 seconds East, a distance of 213.43 feet to a point for corner; THENCE North 52 degrees 26 minutes 58 seconds East, a distance of 170.17 feet to a point. for corner; THENCE North 18 degrees 27 minutes 1.4 seconds East, a distance of 122.65 feet to a point for corner; THENCE North 63 degrees 29 minutes 25 seconds East, a distance of 764:63 feet to a point for corner; THENCE South 7.1 degrees 30 minutes 35 seconds ,East, a distance of 26.00 feet to a point for corner, THENCE South 26 degrees 31 minutes 15 seconds East, a distance of 56.18 feet to the POINT OF TERMINATION. NOTE; All bearings are based on the Texas Coordinate System, NAD-83, North. Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. All bearings referenced to the project control for State Highway 121. All bearings and distances are surface. Date: September 18, 2009 �+ ©4j EDY Richard Kennedy c''. 52 Registered Professional Land No. 5527 S Page 2 of 2 SITE VICINITY MAP v+I 9I5 O NQOO • � G� FNO•GpR�P .`� �N � . 4NO�GOR�ON�� s'r"jf ,'z' Ggrli A �, � 3 8T � •� • of o � astio qZ 4�yC>Y EXHIBIT "B 9 5 TEXAS & PACIFIC cn RAILROAD COMPANY VOLUME 705, PAGE 29 VOLUME 963, PAGE 273 VOLUME 4558, PAGE 276 D.R.T.C.T. r, TARRANT COUNTY WATER CONTROL AND x IMPROVEMENT DISTRICT No. ONE 100.0' BUILDING RESTRICTION EASEMENT VOLUME 4556, PAGE 9 D.R.T.C.T. CENTERLINE J PROPOSED �' 48" WATERLINE i Q Y i 0 • �� Car F- 05 --CENTERLINE Go PROPOSED 48" WATERLINE L— 6 FND 5/8" IR W/CAP "GORRONOONA" NOTE ALL BEARINGS ARE BASED ON THE TEXAS COORDINATE SYSTEM, NAD-83, NORTH CENTRAL 250 125 0 250 ZONE, UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT. ALL BEARINGS —� REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. ALL BEARINGS AND DISTANCES ARE SURFACE SCALE IN FEET APPROXIMATE LOCATION [�E�L• �i['fi�7 �l�Cy� own �7 Ca � C t�L+l�l�Z•�� Elmo City o f Fort Wort 1000 THROCKMORTON STREET FORT WORTH, TEXAS 76102 EXHIBIT SHOWING PROPOSED 48" WATERLINE OUT OF A TRACT OF LAND SITUATED IN THE S.C. INMAN SURVEY, ABSTRACT No. 824 AS RECORDED IN VOLUME 705, PAGE 29, VOLUME 963, PAGE 273, & VOLUME 4558, PAGE 276 OF THE DEED RECORDS OF TARRANT COUNTY, TEXAS PROJECT. WATER AND SANITARY SEWER RELOCATIONS WITHIN UPRR YARD FOR SH 12lT. 0505-1628 RICHARD KENNEDY REGISTERED PROFESSIONAL LAND GORRONDONA & ASSOCIATES, INC. • 6707 BRENTWOOD STAIR ROAD, SUITE 50 FORT WORTH, TX. 76112 . 817-496-1424 FAX 817-496-1768 ■ WATER AND SANITARY SEWER RELOCATIONS WITHIN UPRR YARD FOR SH 121T CITY PROJECT No. 01332 �l PARCEL No. 23-PE2 PROPOSED 48" WATERLINE 5701 W. VICKERY BLVD., FORT WORTH S.C. INMAN SURVEY, ABSTRACT No. 824 EXHIBIT "A" Being a centerline description of a proposed 48" waterline situated in the S.C.. Ronan Survey, Abstract No. 824, City of Fort Worth, Tarrant County, Texas, said centerline description being across a tract of land deeded to Texas & Pacific Railroad Company as recorded in Volume K, Page 589, Volume 785, Page 96 and Volume 8643, Page 1153 of the Deed Records of Tarrant County, Texas, said centerline description being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod with cap stamped "GORRONDONA" found for corner in a west line of said tract of land deeded to the Texas and Pacific Railroad Company, said 5/8 inch iron rod with cap stamped "GORRONDONA" being the northeast corner of a tract of land deeded to T.E.S.CO, as recorded in Volume 2588, Page 562 of said Deed Records of Tarrant County, Texas, said 5/8 inch iron rod with cap stamped "GORRONDONA" also being in the existing southerly right-of-way line of said State Highway 121; THENCE North 12 degrees 56 minutes 00 seconds West, with the west line of said tract of land deeded to the Texas .and Pacific Railroad Company, ,%NOOK, passing at a distance of 205.39 feet a 5/8 inch iron rod with cap stamped "GORRONDONA" found for the intersection of the proposed northerly right-of-way line of said State Highway 121 with the west fine of said tract of land deeded to Texas and Pacific Railroad Company, in all, a distance of 298.32 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" found for comer in the :existing northerly right-of-way line of said State Highway 121; THENCE South 66 degrees .17 minutes 00 seconds West, with the existing northerly right -of --way line of said State Highway 121, a distance of 34.71 feet to the POINT OF BEGINNING; THENCE North 21 degrees 44 minutes 14 seconds West, a distance of 554.71 feet to the POINT OF TE.RM.I.NATION, said point being in the southeast right-of-way line of West Vickery.Blvd. in the northwest line of said Texas and Pacific Railroad Company tract of land, Page 1 of 2 WATER AND SANITARY SEWER RELOCATIONS WITHIN UPRR YARD FOR SH 121T CITY PROJECT No. 01332 PARCEL No: 23-PE2 PROPOSED 48" WATERLINE 5701 W4 VICKERY BLVD#, FORT WORTH S.C, INMAN SURVEY, ABSTRACT No. 824 NOTE: All bearings are based on: the Texas Coordinate System, .NAD-83, North .Central Zone, utilizing a TxDoT Surface Factor of 1.00412 fqr this ,project. All bearings referenced to the project control for State Highway 121.. All bearings and. distances are surface. Date:. September 18, 2009 �OF' N Richard Kennedy Registered Professional Land. S No. 5527' Page 2 of 0 EXHIBIT "B " SITE ^ v1cl VICINITY MAP N� ENTERUNE . PROPOSED 48` WATERLINE $0 TR 250 125 0 250 SCALE IN FEET TEXAS & PACIFIC RAILROAD COMPANY K. AGE 589 VOLUME 875P PAGE 96 VOLUME 8643, PAGE 1153+s•�p�► D.R.T.C.T. P.O.B. E`�'`p" a O• S S eC,� �y�SS�NG EZ1G STA SAY 56 ► �S�taGS Al N0. NOTE: ALL BEARINGS ARE BASED ON THE TEXAS COORDINATE SYSTEM. NAD-83, NORTH CENTRAL ZONE, UTILIZING A TXDOT SURFACE FACTOR OF 1.00012 FOR THIS PROJECT, ALL BEARINGS REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. ALL BEARINGS AND DISTANCES ARE SURFACE. sE° so-0 W SIDg � °4 pROP°SF,O ""m P. 0. C. / FND 5/8- IR W/CAP / "GORRONDONA' / City of Fort Worth 1DD0 THROCKMORTON STREET FORT WORTH, TEXAS 76102 EXHIBIT SHOWING A �� OF PROPOSED 48" WATERLINE Q . OUT OF A TRACT OF LAND �lE SITUATED IN THE S.C. INMAN SURVEY, ABSTRACT No. 824 AS RECORDED IN RICHARD KENNEDY VOLUME K, PAGE 589. VOLUME 87 o PAGE 96, & VOLUME 8643, PAGE 1153oP 5577 PL; DEED RECORDS OF TARRANT COUNTY, TEXAS ��(i`r-FSS�{?? PROJECT: WATER AND SANITARY SEWER RELOCATIONS WITHIN UPRR I CITY PROJECT No.: 01332 YARD FOR SH 121T. PROFESSIONAL LAND 18. 2009 1 PAGE I OF 1 1 SCALE: 1" - • 6707 BRENTWOOD STAIR ROAD, SUITE 50 FORT WORTH. TX. 76112 . 817-496-1424 FAX 817-496-1768 EXHIBIT B-14 APPROVED LEGAL DESCRIPTION OF PARCELS 23PE-3 AND 23PE-4 [to be attached] B-14-1 DAL:0567318l47205:1851513v 10 WATER AND SANITARY SEWER RELOCATIONS WITHIN UPRR YARD FOR SH 121T CITY PROJECT No. 01332 PARCEL No. 23-PE3 PROPOSED SANITARY SEWER LINE 5701 W. VICKERY BLVD., FORT WORTH S,C. INMAN SURVEY, ABSTRACT No. 824 EXHIBIT "A" Being .a centerline description of a proposed sanitary sewer line situated in.the S.C. Inman Survey, Abstract No. 824, City of Fort Worth, Tarrant County, Texas:, said centerline description being; across a tract of land deeded to .Texas & Pacific Railroad Company as :recorded in. Volume K, Page 589, in V: dIume 677, Page 405 and in Volume 963, Page 273 of the Deed Records of Tarrant County, Texas, said centerline description being more particularly.described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod found for corner in the .southeast line of said Texas & Pacific Railroad Company tract of land, said 5/8 inch iron being :in the northwest. line :of a tract of land deeded tip: Tarrant County Water Control and Improvement District No. One.as recorded in Volume 4529, Page 623 of said Deed Records of Tarrant County, Texas, from which a 518 inch iron rod found for corner in the southeast line of said Texas & Pacific Railroad Company tract of land bears South 44 degrees 42 minutes 42 -seconds West, a distance of 178.20 feet; THENCE North 49 degrees 09 minutes 42 seconds East, with the southeast line of said. Texas & Pacific Railroad Company tract of land and with the northwest line of said Tarrant County Water Control and Improvement District No. I tract of land, a distance of 281.10 feet to a point for comer; THENCE a radial bearing of North 52 degrees 45 minutes 37 seconds East, a radial distance of 191.54 feet to the POINT OF BEGINNING; THENCE North 25 degrees 41 minutes 59 seconds West; a distance of 891.67 feet to the. POINT OF TERMINATION, said point being in the southerly right-of-way .line of West Vickery Boulevard. NOTE: All. bearings .are based on the Texas Coordinate System, NAD-83,, North Central Zone, utilizing. a TxDoT Surface Factor of 1.00012 for this project. All bearings, referenced to the project control. for State Highway 121: All bearings and distances are surface. Date: September 18, 2009 0 OF ; 4- Richard Kennedy NNEDY Registered. Professional Land sst�? No. 5527 YSUtP'N 1 of EXHIBIT "B " SITE �ESoVLv �Q� STONE TE R � W i'ark � S LENWOO j APPROXiMATE �-LOCATION VICINITY MAP TEXAS & PACIFIC RAILROAD COMPANY t, VOLUME K, PAGE 589 a�lz VOLUME 677, PAGE 405 , VOLUME 963, PAGE 273 D.R.T.C.T. CENTERLINE PROPOSED .� SANITARY SEWER ty t�1 TARRANT COUNTY WATER CONTROL AND \ IMPROVEMENT DISTRICT No. ONE 100.0' BUILDING RESTRICTION EASEMENT VOLUME 4556, PAGE 9 D.R_T.C.T- i i i E �( .F BEARING N 52'45'37'E TAT Aj kg� �9 191.54' P. 0 C. .ti � / Y14,10 �TARRANT COUNTY WATER CONTROL AND DISTRICT No. ONE VOE 623 LUME D4.R.T.C.L NOTE. ALL BEARINGS ARE BASED ON THE TEXAS COORDINATE SYSTEM, NAO-W, NORTH CENTRAL ZONE, UTILIZING A 250 125 0 250 (ACTOR 1.00012 FOR THIS PROJECT. ALLTXDOTBRINGSSURFACE D ALL BEARINGS REFERENCED TO THE PROJECT CONTROL FOR STATE HIGHWAY 121. ALL BEARINGS AND DISTANCES ARE SURFACE. SCALE IN FEET City of Fort Worth 1000 THROCKMORTON STREET FORT WORTH, TEXAS 76102 EXHIBIT SHOWING A PROPOSED SANITARY SEWER LINE OUT OF A TRACT OF LAND SITUATED IN THE S.C. INMAN SURVEY, ABSTRACT No. 824 AS RECORDED IN VOLUME K, PAGE 589, VOLUME 677, PAGE 405, & VOLUME 963, PAGE 273 OF THE DEED RECORDS OF TARRANT COUNTY, TEXAS PROJECT: WATER AND SANITARY SEVER RELOCATIONS WITHIN UPRR I LA I T t KUJt(. I NO.: U133L YARD FOR SH 121T. AR(1C)nCGTI ►.1-11A CANITARY CF U1FR I IMP JOB NO. 0505-1628 1 DRAWN BY: T.T.W. RICHARD KENNEDY r \ o,P 552y7 .—r C� REGISTERED PROFESSIONAL LAND uacs: str�eAtexrc ia, [uva rAut I ur 1 SS;ML: I Wow NO. 5527 RORRONDONA & ASSOCIATES, INC. • 6707 BRENTWOOD STAIR ROAD, SURE 50 FORT WORTH, TX. 76112 . 817-496-1424 FAX 817-496-1768 WATER AND SANITARY SEWER RELOCATIONS WITHIN UPRR'YARD FOR SH 121T CITY .PROJECT No. 01332 PARCEL No. 23PE-4 CENTERLINE SANITARY SEWER DESCRIPTION 5701 W. VICKERY BLVD., FORT WORTH S.C. INMAN SURVEY, ABSTRACT No. 824 EXHIBIT "A" .Being a centerline description of a sanitary sewer line situated in the S.C. Inman $iuvey, Abstract No. 824, Czty of Fort Worth, Tarrant County, Texas, said centerline description being out of a tract of land .deeded to Texas & Pacific Railroad Company as recorded in. Volume 875, Page 96, of the Deed .Records of Tarrant Couvty, Texas,. said centerline description being more particularly described by metes and bounds as follows: BEGINNING at a point in the proposed southeast right-of-way line of State Highway 121, from whieb a 5/8 inch iron rod with cap stamped "GORRONDONA" found for corner in the proposed southeast _right -of way lane of said State Highway 121 bears North 47 degrees 48 minutes 28 seconds East, a distance of 81.23 feet, and from which a 5/8 inch ironrod with cap stamped "GORRONDONN' found for corner in the proposed southeast right-of-way line of said State Highway 121 bears South 47 degrees 48 utiiiutes 28. seconds West, a distance of 670-52:feet; THENCE South 38 degrees 52 minutes 03 seconds East, a distance of 16.18 feet to a point for corner; THENCE North 53 degrees 33 minutes 55 seconds East, a distance of 175.55 feet to a point for corner; THENCE North 62 degrees 02 minutes 54 seconds East, a distance of 13.85 feet to a point for corner; THENCE South 57 degrees 55 minutes 54 seconds East, a distance of 6.2.67 feet to the POINT OF TERMINATION; NOTE: All bearingsare based on the Texas Coordinate System, NAD-83, North Central Zone, utilizing a TxDoT Surface Factor of 1.00012 for this project. All bearings referenced to the project control for State Highway 121, All bearings and distances are surface. }late: September 18, 2009 P�, �C O �arF Richard Kennedy Registered ProfessionalC��� Nn, 5527 Page I of 2 °R,S�F4 EXHIBIT "B E � J ANDER SITE S O v G� �y OPrton S. �• �, v LENW C?'. J v\- ��' 1' tar 7 BLOCK 2 VICINITY MAP — _—_-----�----- - - 6A --P --- - -- -- -- ---- ' S C. 1NMA �, g2 4 �fof r P-� o� ACC N0 K �' LOT 1-A-Rl E 1-A-R2 \ BLOCS 7 PACTORY PLACE CVMU A SUOE 5597 PRT C.T. 200 100 0 200 SCALE IN FEET P U- V r 4�otiti � � i� CENTERLINE PROPOSED SANITARY SEWER ID 5/8" IR W/CAP 'GORRONDONA' TEXAS & PACIFIC RAILROAD COMPANY VOLUME 875, PAGE 96 D.R.T.C.T. LINE TABLE LINE BEARING DISTANCE L-1 S 38' 2'03"E 16.18 L-2 N 53' 3'55'E 175.55' L--3 N 6 '02'54"E 13.8 ' L-4 S 5755'01'E7 L-5 N 47'48'2 "E ®R'WOP-T H City of Fort Worth 1000 THROCKMORTON STREET FORT WORTH, TEXAS 76102 EXHIBIT SHOWING A PROPOSED SANITARY SEWER LINE OUT OF A TRACT OF LAND SITUATED IN THE S.C. INMAN SURVEY, ABSTRACT No. 824 AS RECORDED IN VOLUME 875, PAGE 96, VOLUME 963, PAGE 273, & VOLUME 4558, PAGE 276 OF THE DEED RECORDS OF TARRANT COUNTY, TEXAS PROJECT: WATER AND SANITARY SEWER RELOCATIONS NITHIN UPRR CITY PROJECT No.: 0133e YARD FOR SH 121T. oonnnocn a 4ce f AuvrAOV CC\ucn I WC' RICHARD KENNEDY 5527 ""' RICHARD KENNEDY JOB NO. 0505-1628 DRAWN BY: T.T.W. CARD FlLE: 1628EG-EMT.DWG REGISTERED PROFESSIONAL LAND SURVEY Date: SEPTEMBER 18. 2009 PAGE 1 OF 1 SCALE: I' - 200' NO. 5527 JOB & ASSOCIATES, INC. • 6707 BRENTWOOD STAIR ROAD, SUITE 50 FORT WORTH. TX. 76112 . 817-496-1424 FAX 817-496-1768 EXHIBIT B-15 N..r APPROVED DESCRIPTION OF UPSTREAM PLANS AND DOWNSTREAM PLANS [follows this page] B-15-1 DAL:0567318/47205:1851513v10 1 .1K41i KNr R � _ _ rYaKIhMYN KSt IltrMl l4 a 1111[lOt fYil a i stray aoq ryrL..I1l ' I{tl t1��11M w.lt ._ Yn i�1'Ptl'•P t aca ounl - nags un . %aN ............. _.. _.:.._..... _.__ - - ---- -ft Ilan . MIT, 3 } - _ �........ ... - _ - .._ -L.. -L... ..0....................... - -'-- I-- — --- ....... wlrww�„ n.._._.. - N •.\ S-wraF ---' -- - — -- -- - _.-._ ---.— ......... _..—--------- -----•---•--'-• --._.___.__.•_._._._ •- - — - ...1._ J •-• /flfrlf FllKr NlLln -- NtIK14a..aa/ .. •C} •• Itwnf wO rst fLL nMY R 41I ..r _ ...—�_.._. .—_..._— .__....--.._._._._..._._..._._...___.--._._.------ .._._._—...— • IFn 11.1®C�-•- 1 77E11 a. 111Y1aM i Syay((� fLL nxAw.w •--l--f I 1 1�� _ _»._- - - . - - -—._._—_._ .—_._...._..._.-- _ _. J I IInrIK 4 - .F; I wY OaKn ' 1....._..7 .1.. onns flri tu, �YI. rw r•rr•r lu m C A.I � rr�s•_•r aca wKu t . of rw to Olrlil t iii ��iw i�wr'ii °eo�F +."ten I•-es-aF 1r� •x KIAiliiwla,lwafa Itiif[ _ j R•� ' ,� I f.t• ftYY wiF ttl1•IYrrK1 1rYLM � �w'0ni:, . fw.a T � [Y IK14 Ir K IYI 11w1[ [(LL 1'•Od'-/ . � � n1a . ftan aca nww flY rtlua I ftcr % F wins M1tlK nlc - •.. —I!Itt:r- Ik 04K111 Y4w 1lA 1 tIM w1 lKYta e ....—_.-1. IY1Y.a. wtM nKl < Ky1•tO/�(t� 4f I Ina11aML..ISwIM[ a11SWl M R1rMIfNltil I.KM nn na.Na%...w-At m pNa11C tMO�IE n It1011wwi Ktw, +IiIIWI%k 1 .��� to Vllp of KL W If tY0 IF M b S slitl.N�U� /.[rrlLL if Irlrin. wt.ai 1 MIMillf M .Ilf f tr011 farfK Rr I Irnnl 4[IIF 1.sl�Wwh wK.%f � 1 at.a KMwtIMIM - i Kt.IKatf KVoci M IKtlf f I'm ft".. I tKtK 41f N K111wf K.F%lMYII.IMf II %111F3 M M1a1 if Kr,wlf W at rani K-14 KI.11f u rlr w u Kllnllus Kpu1 wYf 1 r K fiat lun KIWf - n wen r Kar Kfa1nIF 11, IaY�I 7 • �rlaw 1 �MUt`IYtrf YtbflYq r 1, j R tlfOCl IIIwi� • M. w Iul full m I ryl-� A larch tw110M w p1nNO pplent{{ K srllatlatL LK.1106 ss I111a Krl K ITT. Ir M tpla.Mw Rlp R tarltll[tra li .KnIF, 11a Rputlp fl.lf wlln r%. NI ITt .p Klullw n.na .•K4}1iiM It 1441 K slats F 11 Ir X H I B I T all A�""""IT'F IMI ft 11 Linn MKS ac 1. . %Irwin otf R t a lw !,! su a f11Rf sl tN w rut a slat w SECTIONDESIGNATION • R N11w M F. OI..a1K Nww$IMt POSTCONSTRUCT ION COMPLIANCE n�j wYM �wll t ! I jSk IIE IfM 1YY/41INi[Ir Kf{.UMM :NNPAMC RNUM D �WW�IM ' rrtyiMp���.liM Ir i. 4w wn * MI@I /MMMi/N� lrS:a t .»... . • • 1MI-Mpl�'OT - O VtttR(tN RItR1 tt� ls91m n'.11' Rft OF' NNt1N rfvo fALt�MRt .1.�MIN • tom, �1 Sy�`/y i �__.. .�•�� • lt.. � [InTIR Ip M MIIR tid '' •I� NHIMi 31 4 l . ..�M � %r•r . r•r�c1 e.r.l�. .... ice•- � � .. � :' rry +rant y:.�. T4 EXHIBIT C APPROVED LEGAL DESCRIPTION OF PARCEL 51 [follows this page] C-1 DAL:0567318/47205:1851513v 10 Parcel No. 51 Date: August 12, 2002* Exhibit A, Page 1 of 5 Pages Beinga 4.232 acre tract of land situated in -the T. White Survey,`.Absttfid No. 1636 and the W. B: Conner Survey, Abstract No. 288, City of Fort Worth, Tarrani County, Texas, said 4.232 acte tract of land being all of.two tracts of land described as Tract No. 1 'and7ract No. 2 deeded to Howell Instruments, Inc. as recorded in Volume 8673, Page 2273 of the Deed Records of Ta=t County, Texas, said 4232 acre tract of land also being a portion of Lots A and B, Block 1 of the How. co Addition, an -"addition to the City of Fort Worth,. Tarrant County, Texas as recorded in Volume 388-110, Page 96 of the Plat Records of Tarrant County, Texas and deeded to _Howell Instcwnents, Inc. as recorded in Voliime 2943, Page 472 and Volume 4333, Page. 401 of said Deed Records of Tarrant County, Texas, said 4.232 acre tract of land also being all of Lot 1 A, Block 1 of Brooklyn Heights, an -.addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388-64, Page 44 of said Plat Records of Tarrant County; Texas'and deeded -to Howell Instruments, Inc_- as recorded in Volume 72231, page 535 of said peed Records of TmTant*County, Texas, said-4.232 acre tract of land being mote --particularly described by metes and bounds -.as follows: BEGINNING at an IX -mif in concrete. found for the north"AFcomer. of said Lot A, said ."X." cut in concrete being the "intersection of the south right-of-wT(line, of West Vickery Boulevard (a variab--v6dtlright-of way) with the East right-of-way line'of Kimzey Street (a 60.0' Right - of -Way),. said :"X" cut in concrete having grid boordilafes`of N=6,950,366.73 and E—=2,316,364.49; - (1) T Ot9CE South 89 degrees 45 minutes 45 seconds East,' .witli..the north line of said Lot A. -and with the south right-of-way line of said ;West"'Viakety Boulevard, passing 4 a distance of 436.49 feet a 5/8 inch iron rod found -for the�ioriheast comer of said:Lot 1-A and for the northwest comer of said Lot B, in all, a distance of 647.69 feet to a 1 inch iron pipe found for the northeast corner :of said Lot B, said 1 inch iron pipe being the northwest comer of a tract of land deeded to Charlie Hillard as recorded in Volume 4879, Page 983 of.said Deed Recdrds of Taranf County, Texas; (2) - THENCE South 00 degrees 14 minutes 15 seconds West,-Wifh the -east line of said -Lot B and with -the :west line_of said tract of land deeded` t6* Charlie H`!t lard, a distance of 152.03 feet to a 5/8 inch iron rod with cap stamped "GORRONDOMi set for the southeast corner Ofa act of land described as Tract No.. I deeded to Howell Instruments, Inc, as recorded iii Volume 8673, Page 2273" of said Deed Records -of Tarrant County; Texas, said 518 inch iron rod with cap stamped "GORRONDONA" being.the southwest corner of a tract of land described as Tract Two deeded to Charlie 106d, Inc. as recorded in County Clerk's Document No: 147086 of said Deed Records of Tarrant County, Texas, said 518 inch iron rod with cap stamped "GORRONDONA" being in the north line of a tract of Land deeded to the Union Pacific Railroad Company as recorded in Volume 13215, Page 130 of said Deed Records of Tarrant County, Texas, from which a 1 inch INC • M7 BRENi ME) .STAIR ROAD SURE 50 FORr WORK TX 76112 • -PH" st1 Parcel No: 51 _ Date: August 12, 2002 - ' Eadiibit A, Page 2 of 5 Pages iran pipe found for ieferened beaus North 67 degrees: l4:minutes 47 seconds East; -a distance of 6.34 feet; (3) THENCE South 67 degrees 33 minutes 17 seconds -West, with the -south line of said Tract No. 1* and with the north line of said Union. Pacific Railroad Company tract of land, a distance of 86.46 feet to a 5/8 inch iron rod with cap stamped "GORRONDONA" set for corner in the south line of said -Lot B. said 518 inch iron rod with cap stamped - "GORRONDONA" being 165.47 feet left -of and at right angles to centerline station 408+93.75 of the proposed centerline of Southwest Parkway, (4) :THENCE South 67 degrees 36 minutes.2.0 seconds West, with the north line of said Union Pacific Railroad Company tract of 14nd; ddistance of 305.89 feet to a 5/8 inch iron -:rod with cap stamped "GORRONDONA" 'set for conger in the south line -of said Lot A, said 518 inch iron rod with cap stamped-"IjORRbNDONA" being the east comer of -said ,.Tract No. 2, said 5/8 inch iron rod with .cap stamped "GORRONDONA" being•201.44 feet left of and at right angles to centerline statibri.411+97.52 of the proposed centerline _. of Southwest Parkway, (5) .'I�1�ICE South 74 degrees 05 minutes •32 seconds West, with the south line of said =- Tract No. 2 and with the north line of said Union Pacific Railroad Company tract of land, a distance of 305.72 feet to a 518 inch iron rod with cap stamped "GORRONDONA" set the south comer of said 'Fact No. 2, said 5/8 inch iron rod. with cap stamped :. - "GORRONDONA" being 202.87 feet _left of and at right angles to centerline station -415+03 24 of the proposed centerline of Southwest Parkway; (6) THENCE North 26 degrees 34 minutes 46 'seconds West, with the west line: of said -Tract :..: Wo. 2 and with the north line of said' Union Pacific Railroad Company tract of land, a- -et of 27.64 feet to a 518 inch iron rod with. ap stamped "GORRONDONA" set for ::•:= the west comer of said Tract No.' 2, said 5/8 inch iron rod with cap stamped "GORRONDONA" being the southwest comer of said Lot A; (7) THENCE North 00 degrees 26 minutes 15 seconds Bast, with tha *W' e"st line of said Lot A and with the north line of said Union Pacific Railroad Company tract of land, a distance of 159.81 feet to a 518 inch iron rod with cap stamped "GORRONDONA" set for an- _ exterior ell coiner in the west line of said Lot A and.for an exterior ell comer in the north line of said Union Pacific Railroad Company tract of 16rid, said 518 inch iron rod with cap stamped "GORRONDONA" being in the south right-of-way line of Rutledge Street (a 60.0' right-of-way); ROM SURE 50 FORT WORTH, 7X 76112 . e AL 517-496-1424 FAX Parcel No. 51 August 12, 2002 " kibiibit A, Page 3 of 5 Pages (8} THENCE South ,89 degrees 00 minutes 45 'seconds East, with the west•line of said Lot A and with the -south.Tight-of-way line of said.Rutledge'Street, adistance of 20.00 feet to a - 5/8 inch iron rod With cap stamped "GORRONDONA" set for an interior ell comer in the west line of said; Lot A, said 5/8 inch iron rod with.: stamped "GOR.R.ONDONA" ::-being the intersection of the south right-of-yvay line of said Rutledge Street with the east right-of-way line of said,Kimzey Street; (9) THENCE North 00 degrees 14 minutes 15 seconds East, with the west line of said Lot A _ and with the east right of -way line of said.kimze" Street, a distance of 203.89. feet to the - POINT OF BEGINNING and containing 184,350 square feet or 4.232 -acres of land, • - more or less. - Notes: (1) " A plat of even survey date herewith accompanies this legal description. -:(2) All bearings are referenced to 'the• project control for Southwest -Parkway. All ' ..bearings and. distances are surface. - - (3) :All coordinates are grid coordinates; ".based* on the Texas Coordinate ,system; - NAD-83 (1993), North Central Zorie;: '-w_ ith' a Combined Scale Factor for flits Project of 0.99987971. •Right of-Way'Markers sre 578 in iion-rods with blue caps stamped "Gorrondona`' & Assoc Inc Fort Worth Texas", unlessotherwise noted. = I uui2RRy -CERTIFY tO THE NORTH TEXAS' TOLLWAY AUTHORITY THAT THIS SURVEY TREPARED BY ME WAS ACTUALLY MADE UPON THE, GROUND AND* THAT IT AND THE INFORMATION, COURSES, AND DISTANCES SHOWN THEREON.. ARE- CORRECT AND THAT THE TITLE LINES AND. LINES OF ACTUAL POSSESSION ARE THE SAME. - - SURVEYED ON TBE GROUND NOVEMBER 2; .1999. : Richard Kennedy - Registered Professional Land Surveyor No. 5527 ` sO FORT WORTH. TX 76112 OF T T • •FJOHA_M XENNMY - . � • 5527 �• � - • Si1.R 424 . Parcel No. 51 _ Date: August 12, 2002 I EM i A- age 4 of 5 Pages CONT]k&' OF ACCESS (A) Access wM not be- armitted. (B) Access will be denied: To the highwey f itlitybehveen the beginning ofthe fourth (4) call and a point North 26 degrees 34 minutes-46 seconds West, a distance of 1550 feet from the beginning of the. sixth (6) call of the -attached field notes. = P. - - _. cORROMOONA k . M7 A=L'rM FND -A" CUT IN CONCRETE N"6,950,368.73 E-7,316,364.49 P.O.B. llfi'OOKLYN X6ICXTS -VOLUME- 944. PACE 445 %• O:R.T.C.T, LOr 2 0•"= LO713 LOT :i'Rji�j BLOCK 2 4 R UTLED GE I� STREET :: , (60.0' RIGHT-OF-WAY)RAILROAD COUPON UNION PAOFIC 'I VOLUME 13119, PAGE 130 3: 1 •. D.R.T.C.T. ul j ul 58 u XSICiI'fS PAGE 13 C.T. r a ILOrl 7 IL b a 1LOV s — PROPOSED „ RIGHT—OF—WAY SET STAMPF�D �• W,CAP G2a2 87'OLTA TRACT, N0. 2 :•+'•• STA 415+03.24 HOWELL INSTRUMENTS, 1N I� LEGEND VOLUME 8673, PAGE'22, PROPOSED R.O.W. LINE ���� D,R.TC.T. PROPERTY LINE W. W SURVEY U14E —r—€ -- U. EXIST, EASEMENT LINE -- •-• �-• — CNTL OF ACCESS LINE—j}I---Ii�— •` , PARCEL NUMBER XO 5.•4QG\ RECONSTRUCTED CORNER RCC j •:AII�HARE SURVEYED ON THE GROUND NOVEMBER 02, 1999 RICHARD KENNEDY, RPLS No. 5527 torBLOCK 6 ( T. WHITE SURVEY 441 LOT r i� ��ABSTRACT NO.. 163.E WEST VICKERY BOULEVARD (VARIABLE WIDTH RIGHT-OF-WAY) !i GORRONOONA & ASSOCIATES, -INC. • 5707 BRENTWOOD STAIR ROAD. SURE 50 1KLYN HEIGHTS:''`•'{� LIME 386-54 PACE {i 4'. P e LINE TABLE • LINE BEARING DISTANCE L-1 S 00' 14 15 152'.03 L-2 S ar '17V 80.46 L-3 N 2U34'46'1Y 27,84' L-4 S 89'00 45'E 20.00 L-5 N OD'1415E 203.89 TOOXLYN AEICRTS ILUME 63. PAGE 13 P.R.T.C.T01 NtQatiP 1 SURVEY LINE �FNO ''IRON PIPE BEARS ti N 6T14'47"E 6.34' ;ET 5/8"IR CAP STAMPED ��:\!r , .1r \✓' CORRONOONA r• y t ',• "�� ��\= /. n• , _ , 165.47' LT, .••, UMXuI. P Frc 0 0 -� , a I N- f. 'AGE 96'?: :Yr •: '}}::' �6% t 11 f +�%:r' : j::,� ,-STA. 406+93.75 a RAILROAD COUPNIY 1+ +- i +''e' r r• i�'r VOLUME I3215, PACE 130 •::: ,�-\• .\-��,,.. ,�� Z:.. +•.•,ter'+•t'�_:.;X� ,••a=� SET 5/67R ;:'+•11^ j': i%.+ .1�v :`J, ,\•.C� NOTESt ` -I w�ORROHDONACAP O j:,'..+;..% +':\,-\', +"i' (1) A LEGAL DESCRIPTK)N OF, EVEN SURVEY DATE \.. "^ ��. 201.44 LT, .,::i-'` -\'\ +_.,r+,.,•r' HEREWITH ACCOMPANIES THIS PLAT. :. �'"�; , .•+ 1, rSTA 411t97.52',%\i=�';>�'r (2) BEARINGS ARE REFERENCED• TO" THE PROJECT PRO(�C3SED ^T �.•`; - • CONTROL FOR SOUTHWEST PARKWAY. BEARINGS IGHT—OF—WAY='` AND DISTANCES SHOWN ARE SURFACE. IN ; • j:=+'` `rN i� ^�\- ti:�� •. - . (3) THE COORDINATES SHOWN ARE GRID COORDINATES, %' N',r r\' �+i • e.' BASED ON THE TEXAS COORDINATE SYSTEM; urUotrPAClFIc\ .•L=a'' NAD-83 (1993). NORTH CENTRAL ZONE, WITH A ' RNLROAD COUPANY. .; COMBINED SCALE FACTOR FOR THIS PROJECT VOLUME 1321'J PAGE 130 t OF 0.99967971, ' D, R' SURVEY (4) WITH BLUE CAPS �STAMPED RKERS ROORRONO NA RODS ASSOC INC FaRr WORTH TEXAS", UNLESS ,. 288 NUTEO OTHERWISE. NORTH TEXAS TOLLWAY AUTHORITY Epji : 0 50 100 200 SOUTHWEST PARKWAY, (SH121T) RICET—OF—)YAY PLAT �Q SCALE 1N FEET PARCEL NO. 51 ROW,TAKING: 4.232 AC. PAGE 5 OF 5 PAGES OWNER: HOWELL INSTRUMENTS, INC. FORT WORTH. -TX. • PH. 8171496-1424 FAX 017/495-1765 AUGUST 12. 2002 1 SCALE: 1" - 100' CITY COUNCIL AGENDA Gffida( site of the City of Fort Worth, Texas FORT `'FORTH `111 � COUNCIL ACTION: Approved on 9/22/2009 REFERENCE .* 02SWP AMEND5 UPRR DATE: 9/22/2009 NO.: C-23781 LOG NAME: FORMAL AGREEMENT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Amendment No. 5 to City Secretary Contract No. 38136, a Formal Agreement Associated with the Southwest Parkway Project, Between the North Texas Tollway Authority, the Texas Department of Transportation and the Union Pacific Railroad Company; Authorize Related Easements, Encroachment, Reimbursement, Community Facility, Construction Coordination, Access and Maintenance, Temporary Permit, Highway Overpass Easement and Right of Entry Agreements; Authorize Amendment No. 1 to a Drainage and Waterway Agreement and Authorize Deeds RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute the following documents associated with the Southwest Parkway project: a. Encroachment Agreement with Union Pacific Railroad Company and waive administrative fees related thereto; b. Community Facilities Agreement with Union Pacific Railroad Company and waive administrative (not materials testing or inspection) fees related thereto; c. Easements from the Union Pacific Railroad Company to the City of Fort Worth for water and sewer pipelines at no cost with the Union Pacific Railroad Company responsible for cost of future relocations it requests, if any; d. Reimbursement Agreement with Union Pacific Railroad Company in an amount up to $100,000.00 for the design and construction costs related to the Trinity River East Bank Maintenance Road; e. Construction Coordination Agreement setting forth Union Pacific Railroad Company, the North Texas Tollway Authority and City of Fort Worth construction coordination procedures; f. Temporary Permit Agreements for construction activities of Union Pacific Railroad Company, the City of Fort Worth and the North Texas Tollway Authority on property not owned by the constructing party; g. Right -of -Entry Agreements for construction activities by Union Pacific Railroad Company on property the City of Fort Worth has the right to possess but has not yet obtained fee ownership; h. Highway Overpass Easement Agreement for the new Hulen Street Bridge to be constructed on and over Union Pacific Railroad Company property; i. Access and Maintenance Agreement for access and maintenance for the Hulen Street Bridge and water and sewer utilities constructed by the City of Fort Worth on Union Pacific Railroad Company property; j. Amendment No. 1 to a Drainage and Waterway Agreement with Union Pacific Railroad Company to provide that Union Pacific Railroad Company will make necessary modifications to City drainage facilities at the Union Pacific Railroad Company's sole cost and expense and that City of Fort Worth will maintain said facilities at City's sole cost and expense; k. Amendment No. 5 to City Secretary Contract No. 38136, a Formal Agreement with the North Texas Tollway Authority, Union Pacific Railroad Company and the Texas Department of Transportation to, among other things, establish funding sources, remove the parties' termination rights and authorize mutually agreeable property right conveyances; 2. Authorize conveyance in accordance with Amendment No. 5, of: a. Portions of parcels 51, 61 and 65 shown as 09-10 PT6 and PT8 (shown on the attached) to the Texas Department of Transportation, provided that the City of Fort Worth obtains fee ownership of the parcels; b. Parcels 51, Save and Except 09-10 PT6, provided the City obtains fee ownership of parcel 51, 53- PT1, 53-PT2, 55, 56-PT1, 56-PT2, 59, 60, 61, 62-PT1, 62-PT2, 65, Save and Except 09-10 PT8, provided the City obtains fee ownership of parcel 65 and 66 - 89, shown on the attached, to the North Texas Tollway Authority; and 3. Direct staff to reserve $500,000.00 from Bond Funds Transfer SWP00015 for environmental remediation on City -owned property that will be encumbered in a future council action. DISCUSSION: The 2004 Capital Improvement Program included funds for the Southwest Parkway 121 T project. Subsequent funding was included in the 2007 Critical Capital Program. On January 6, 2009, (M&C C-23268) City Council approved a Formal Agreement with the North Texas Tollway Authority (NTTA), the Texas Department of Transportation (TxDOT) and Union Pacific Railroad Company (UPRR) to facilitate construction and operation of the Southwest Parkway across the Davidson Rail Yard (City Secretary Contract No. 38136) (City, NTTA and TxDOT are sometimes referred to as the "Project Partners"). Subsequently, the Formal Agreement was amended four times to extend certain termination dates associated with conditions precedent. During that time, staff has been working to satisfy all conditions and negotiate all related agreements, encroachments, easements, permits and property interests necessary for the execution of the final agreement between the Project Partners and UPRR. Encroachment Agreement Under the Formal Agreement, UPRR is required to obtain necessary easements or encroachments onto and over City -owned property for construction, operation and maintenance of the related UPRR rail improvements. Staff has reviewed and approved the construction plans submitted by UPRR for the crossing of four City streets (Rogers Road, University Drive, Old University Drive and Forest Park Boulevard) and the proposed encroachments have been reviewed and approved by the committee. City Council approval is required to grant encroachments into City owned right-of-way and waiver of the related $600.00 administrative fee. Community Facilities Agreement The Community Facilities Agreement (CFA) covers infrastructure work in City right-of-way that UPRR is required to perform in connection with its above described construction activities. There is no City participation in the CFA, but Council authorization is requested for the waiver of administrative fees associated with the CFA. The waiver does not include the materials testing and inspection fees, only the $500.00 staff administration fee. Water and Sanitary Sewer Easements Construction of the project requires the Water Department's relocation, at City cost and expense, of large water and sanitary sewer lines. Typically, UPRR only grants licenses for utility lines and those licenses require relocation at City expense. However, in this case permanent easements have been negotiated for lines being relocated. The easements will be provided at no cost to the City and any future relocation requested by UPRR will be at UPRR's sole cost and expense. Trinity River East Bank Maintenance Road The City Council appointed a 15 member Citizen's Advisory Group to develop a Corridor Master Plan for the Southwest Parkway. In developing the Corridor Master Plan, the Citizens Advisory Group identified the need to access the east bank of the Trinity River for maintenance and recreation. Staff has negotiated for the UPRR to cause the design and construction of a 10 foot wide maintenance road across the entire UPRR rail corridor as part of UPRR's project design and construction agreements. Under the proposed Reimbursement Agreement, the City will reimburse UPRR those design and construction costs in an amount up to $100,000.00. Amendment No. 5 Due to the complex nature of the Formal Agreement, the May 19, 2009, deadline was extended four times by Amendment Nos. 1 through 4 to September 23, 2009. The Formal Agreement contains termination provisions to be satisfied by a date certain. The termination events and current status are listed below: 1. The Hump Lead is not successfully tested: Current Status: The Hump Lead has been successfully tested and accepted by UPRR. 2. The plans and coexistences are not approved: Current Status: The parties are satisfied that the coexistence issues have been resolved. 3. Sufficient funds have not been officially appropriated and budgeted or are otherwise unavailable through other legal and dependable means to satisfy a project partner's obligations: Current Status: NTTA is accepting the approximated $95 million obligation associated with the Formal Agreement. TxDOT and NTTA will execute the necessary funding agreements including a $49,870,000 toll equity grant which will defray roughly half of NTTA's financial commitment. The City will have no funding obligations under this item. 4. The necessary property rights or licenses have not been delivered: Current Status: The necessary property rights and/or licenses have been identified to the satisfaction of the parties. The actual conveyances will be completed at a future date. 5. UPRR determines it will not obtain the required Permits as defined by the Formal Agreement under reasonably acceptable terms and conditions proximately related to the work in question prior to January 1, 2010: Current Status: The Permits as defined by the Formal Agreement and Attachment 10 thereto will be revised in Amendment No. 5 to remove Fort Worth and Western Railroad's crossing approval. With that deletion, UPRR is satisfied it will obtain the Permits prior to January 1, 2010. 6. The Project Partners reasonably determine UPRR is unlikely to obtain its required permits prior to January 1, 2010: Current Status: The Project Partners are satisfied that UPRR will obtain the Permits as revised by Amendment No. 5 prior to January 1, 2010. 7. A party reasonably determines on the basis of the environmental due diligence investigation conducted pursuant to the Formal Agreement that the results of said investigations are unsatisfactory with respect to property that party is to receive or convey: Current Status: All Parties are satisfied as to their respective obligations in regards to environmental due diligence. The City will be required to remediate a portion of Parcel 51 (Howell Instruments) at its sole cost pursuant to Amendment No. 5. This portion of property will be conveyed to TxDOT and a then there will be a separate conveyance from TxDOT to the UPRR to allow for rail use. Remediation costs are estimated to not exceed $500,000.00. Environmental Management is presently advertising invitations to bid for performance of the work needed for this effort. City Council approval of the above recommendations will ensure the Project Partners rights to complete construction of the Southwest Parkway and the new Hulen Street Bridge over the Davidson Yard. The project is located in COUNCIL DISTRICTS 3, 6 and 9. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current capital budget, as appropriated, of the 2007 Critical Capital Projects Fund. TO Fund/Account/Centers Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS PROPERTY MAPS.pdf FROM Fund/Account/Centers C295 539120 303210000570 $500,000.00 C295 539120 303210000580 $100,000.00 Fernando Costa (6122) Randle Harwood (6101) Bryan Beck (7909)