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Home My WebLink AboutC07-116 Union PacificUPRR Folder No.: 2220-41 NEW PEDESTRIAN AT -GRADE CROSSING AGREEMENT EAGLE COUNTY, COLORADO County Original 11*111 `ZINC UPRR Folder No.: 2220-41 UPRR Audit No.: NEW PEDESTRIAN AT -GRADE CROSSING AGREEMENT Violet Lane — DOT No. 253549F Mile Post 329.53 — Tennessee Pass Subdivision near Eagle, Eagle County, Colorado is made and entered into this_ day of THIS AGREEMENT (the' tP)ACIFIC RAILROAD COMPANY, a eD laware 200_, among UNION MS1690, Omaha, NE 68179-1690 corporation, to be addressed at 1400 Douglas Street, olitical subdivision of the State of (hereinafter the "Railroad"); and EAGLE CO Gypsum, 81637 (hereinafter "County"). Colorado, to be addressed at PO Box 1070, Gyp RECITALS: The County is participating in the construction, wmershion maintenanceand ance of the new and operation Violet Lane (the "Pathway"), and will assume p responsibilities for the portion of the Pathway, which crosses and encroaches upon the Railroad's right of way. ) owned by the Railroad at The proposed Pathway will intersect an Pd ss Subdivision ss ohaviade ng a DOT Crossing Number Mile Post 329.53 on the Railroad's Tennessee ass 253549F in the location as shown on the Railroad nt marked Exhibit A 1, allcation Print marked hattached hereto described in the Legal Description and Illustrative Pr The term Crossing shall also and hereby made a part hereof (the "Crossing" or the "Property"). warningle fencing, include all Crossing appurtenances such as, but not limited t�lentblthat are part of the signs, pedestrian and bicycle control gates and other related improvements final Crossing plans and specifications that have been approved by Railroad in writing. ons Railroad has reviewed and approved the Detailed xhibit B, and ans and iby here]made for a part proposed Crossing and such plans are attached hereto hereof (the "Plans"). The parties desire at this time to provide for the design, construction, use, maintenance and repair of the Crossing. AGREEMENT: NOW, THEREFORE, for and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: At -Grade Pedestrian Xing Agreement Articles of Agreement March 21, 2007 Form Approved, AVP -Law — 08/23/2006 Page 1 of 6 0 L1 UNION Mill - G'AtY6£C liability, costs, fines, penalties or breach of this Agreement by their blocking of the Crossing due to railroad operations at the Crossing. F. The County shall not use or permit use of the Crossing or any part thereof for any other purpose than what is specified in this Agreement. No nonparty shall be admitted by County to use or occupy any part of Railroad's property for any purpose except as specifically provided for herein without Railroad's prior written consent. Nothing herein shall obligate Railroad to give such consent, which, if granted, may be subject to such terms and conditions as Railroad, in Railroad's sole discretion, may deem to be necessary or convenient. If the Crossing shall cease to be used for the purposes aforesaid or shall be used for purposes unauthorized herein, then the right granted herein shall cease and terminate. Section 3. CONSTRUCTION OF PATHWAY AND CROSSING. A. The Railroad, at Licensee's sole cost and expense, will furnish all labor, material and equipment and supervision for and shall construct and install the portion of the Pathway and Crossing upon the Railroad's property that lie between the railroad tie ends. The Railroad's Material and Force Account Estimate, dated March 14, 2007, for such work is marked Exhibit C, and is attached hereto and hereby made a part hereof (the "Estimate"). B. All remaining work involved in the design, construction and installation of the Crossing will be performed by County at its sole cost and expense and in compliance with the Plans. C. The 100% finalized Plans or any future changes to the finalized Plans are subject to the prior review and written approval by the Railroad's AVP Engineering -Design or his representative prior to any construction on the Railroad's property. Section 4. COUNTY'S PAYMENT TO THE RAILROAD. A. As noted in the Estimate, the Railroad's estimated cost for the Railroad's work associated with the Project is Twelve Thousand Seven Hundred Ninety -Six Dollars ($12,796.00). B. Within one hundred twenty (120) days after Railroad's completion of its work on the Crossing, Railroad will submit to County an invoice detailing all actual costs and expenses incurred by Railroad, and County shall reimburse Railroad for such actual costs and expenses within thirty (30) days of receipt of such invoice. Railroad shall send the invoice to: Ms. Ellie Caryl Eagle County PO Box 1070 Gypsum, CO 81637 Fax: 970-328-3523 C. County acknowledges that, in accordance with applicable federal regulations, no benefits will accrue to Railroad in connection with the Crossing and, therefore, all expenses of the Crossing project shall be borne by County as specified in this Agreement. D. Railroad shall keep all of its records and accounts relating to any costs and expenses of Railroad to be reimbursed by County for a period of three (3) years from and after its completion of its portion of the Crossing work. During such three-year period, the At -Grade Pedestrian Xing Agreement Articles of Agreement Form Approved, AVP -Law — 0812312006 Page 3 of 8 March 21, 2007 URR 12 ; ; 11, County shall have the right to inspect, copy and audit all such records during normal business hours in Railroad's offices in Omaha, Nebraska. If an audit discloses that Railroad has been overpaid, Railroad shall reimburse County for the amount of any such overpayment. If the audit reveals that Railroad has been underpaid, County will pay Railroad the amount of the underpayment. Section 5. USE AND MAINTENANCE OF CROSSING. A. County, at its expense, shall patrol the Property by police officers having lawful citation authority and to vigorously enforce the prohibition against trespass of Railroad's adjacent right of way. B. Railroad, at County's sole expense, will maintain and repair the Crossing surface within two feet outside of each rail. C. County, at its sole expense, shall: • maintain and repair the Crossing approach surface located on the Property, and • maintain and repair the railroad warning signs on both sides of the Crossing. Section 6. CHANGE IN GRADE. If at any time, Railroad shall elect, or be required by competent authority, to raise or lower the grade of the trackage within the Crossing area, the County, at its sole expense, shall conform the Crossing located within the Property to conform with the change of grade of the railroad trackage. Section 7. SAFETY AND PERFORMANCE OF WORK. A. The County confirms that all work described in Section 2B above will be performed by a contractor or contractors hired by the County. The County agrees to require each of its contractors (and their respective subcontractors) to execute Railroad's form of Contractor's Rikht of Entry Agreement that is marked Exhibit D, hereto attached and hereby made a part hereof, and to provide to Railroad the insurance binders or certificates of coverage set forth in Exhibit B of the Contractor's Right of Entry Agreement before commencing any work on Railroad's property. B. The County shall also require its contractors/subcontractors to perform their construction work in such a manner so as not to endanger or delay the movement of railroad trains, engines or cars, and so as not to injure or endanger Railroad's officers, agents, employees or damage Railroad's property. The County shall also require its contractors/subcontractors to give precedence to the movement of railroad trains, engines and cars over the movement of vehicles or equipment or construction activities of the County's contractors/ subcontractors. Section 8. COMPLIANCE WITH LEGAL REQUIREMENTS. The County, in performing the work and in allowing the public to use the Crossing, shall observe and comply with all applicable federal, state and municipal and other laws, ordinances, rules and regulations, including, without limitation, and any modifications thereof (if any), and shall apply for and obtain any and all public authority, permission and licenses necessary therefor. The County, to the extent it may lawfully do so, shall indemnify and hold harmless At -Grade Pedestrian Xing Agreement Articles of Agreement March 21, 2007 Form Approved, AVP -Law — 08/23/2006 Page 4 of 8 Railroad, from and against any loss, cost, damage and expense, liabilities, penalties, claims and forfeitures resulting from any failure of County to comply with the provisions of this Section, or to comply with the requirements of any public authority, license or permission obtained as aforesaid. Section 9. ASSUMPTION OF RISK; INDEMNIFICATION. The County's use and occupancy of Railroad's right-of-way is at County's own risk, and County agrees to and does assume all risks thereof and incidental thereto, including, without limitation, risks incident to train operations within the Property and adjacent right of way. County acknowledges that County's use of Railroad's right-of-way permitted hereunder will subject Railroad's property and operations of Railroad to additional hazards and liability; and, as material consideration for this license, to the extent it may lawfully do so, County shall indemnify, defend and hold harmless Railroad, its officers, agents and employees, from and against any and all loss, damages, claims, demands, actions, causes of action, costs and expenses of whatsoever nature, including court costs and reasonable attorney fees, which may result from injury to or death of persons whomsoever, or from loss of or damage to property whatsoever, including damage to the roadbed, track, equipment, or other property of Railroad or property in its care or custody, when such injury, death, loss or damage is due to or arises in connection with or as a result of. • any negligent, reckless, willful or intentional misuse of the Property by County or the agents or employees of County, or by others with the consent of County, or by the general public using the Crossing, including, without limitation, situations when individuals used the Property to obtain access to any other right of way or property of Railroad, • the breach of any covenant or obligation assumed by or imposed on County pursuant to this Agreement, or • the failure of County to promptly and fully do any act or work for which County is responsible pursuant to this Agreement. Section 10. INSURANCE. A. In addition to the insurance coverage that County's contractors and subcontractors are to obtain under Exhibit B of the Contractor's Right of Entry Agreement, the County shall obtain and maintain during the term of this Agreement general liability insurance (as further specified herein) written on an "occurrence" basis, with minimum limits of Ten Million Dollars ($10,000,000) per occurrence. Coverage for exemplary or punitive damages shall either be specifically included or obtained in a separate policy. B. Insurance shall be placed with a company having a current Best's Insurance Guide Rating of at least A- and Class VII or better, and which is authorized to do business in the State of Colorado. The foregoing policy shall be adjusted by the parties every three (3) years to reflect industry standards, liability claim trends and market conditions. In any event, however, the foregoing policy limits shall not be less than Ten Million Dollars ($10,000,000). C. The County's insurance must be at least as broad as the current ISO Commercial General Liability Policy (CG 00 01) protecting insured parties against claims for bodily injury, death, property damage, explosion, collapse and underground, personal and advertising At -Grade Pedestrian Xing Agreement Articles of Agreement Form Approved, AVP -Law — 08/23/2006 Page 5 of 8 March 21, 2007 UNfdfi � 111 injury, and products -completed operations, with respect to all operations of Railroad and County. The insurance shall include blanket contractual coverage, including, without limitation, coverage for written, oral, and implied contracts and specific coverage for the indemnity provisions set forth in this Agreement. The insurance shall also include an endorsement deleting the exclusion for bodily injury or property damage arising out of construction or demolition operations within fifty (50) feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass, or crossing. Each policy obtained by County shall be endorsed to include Railroad, as additional insured, utilizing ISO Form CG 20 26 (`Additional Insured -Designated Person or Organization') or equivalent endorsement satisfactory to Railroad. D. The County's insurance shall be primary with respect to its obligation under this Agreement and with respect to the interests of Railroad, as an additional insured. Any other insurance maintained by Railroad shall be excess of the coverage herein defined as primary and shall not contribute with it. E. County's insurance shall be maintained for the full term of this Agreement and shall not be permitted to expire or be canceled or materially changed. Each such insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled, or reduced in coverage or limits except after thirty (3 0) days' prior written notice has been given to each insured and additional insured. F. On or before the execution of this Agreement, County shall provide Railroad with certified copies of its policies, as well as certificates of insurance and endorsements evidencing the insurance required by this Section. Certificates of insurance shall be issued on the ACORD or equivalent form. Section 11. NOTICES. Any notice required or desired to be given under this Agreement shall be in writing and personally served, given by overnight express delivery, or given by mail. Telecopy notices shall be deemed valid only to the extent they are (a) actually received by the individual to whom address, and (b) followed by delivery of actual notice in the manner described above within three (3) business days thereafter. Any notice given by mail shall be sent, postage prepaid, by certified mail, return receipt requested, addressed to the party to receive at the following address or at such other address as the party may from time to time direct in writing: UNION PACIFIC: UNION PACIFIC RAILROAD COMPANY ATTN.- Senior Manager Contracts Real Estate Department 1400 Douglas Street STOP 1690 Omaha, NE 68179-1690 Facsimile: (402) 501-0340 COUNTY: EAGLE COUNTY ATTN.: Ms. Ellie Caryl Eagle County PO Box 1070 Gypsum, CO 81637 Fax: 970-328-3523 At -Grade Pedestrian Xing Agreement Articles of Agreement Form Approved, AVP -Law — 08/23/2006 Page 6 of 8 March 21, 2007 2111304 _ � FAStlFlC Express delivery notices shall be deemed to be given upon receipt. Postal notices shall be deemed to be given three (3) days after deposit with the United States Postal Service. Section 12. TERMINATION; WAIVER OF BREACH. A. Railroad may terminate this Agreement by giving County notice of termination if County abandons the Crossing as set forth in Section 13 or defaults under any obligation of County under this license and, if after written notice is given by Railroad to County specifying the default, County fails either to immediately begin to cure the default, or to complete the cure expeditiously but in any event within thirty (30) days after the default notice is given. A waiver by Railroad of a breach of County of any covenant or condition of this Agreement shall not impair the right of Railroad to avail itself of any subsequent breach thereof. B. Railroad may also terminate this Agreement by giving written notice to County if safety and operational needs of Railroad are materially affected or impaired by County's use of the Property, and Railroad and County cannot come to any mutual agreement or understanding as to how County, at County's sole cost and expense, will eliminate such material effect or impairment. Section 13. ABANDONMENT. If County, its successors and assigns, shall abandon the Crossing, or any portion thereof, for the purpose set forth herein for a continuous period of twelve (12) months, then this Agreement and the rights granted herein shall terminate and cease automatically. Section 14. REMOVAL OF CROSSING UPON TERMINATION OR ABANDONMENT. Within ninety (90) days after termination of this Agreement or County's abandonment of the Crossing, Railroad, at County's sole cost and expense, shall remove the portion of the Crossing located within the track tie ends, and the County, at its sole cost and expense, shall remove all of the remaining portions of the Crossing improvements from the Property or adjacent to the Railroad right-of-way and restore the Property to its original condition, failing in which UP may perform such activities at the expense of County. Section 15. MISCELLANEOUS. A. All the covenants, promises and future obligations and responsibilities herein contained shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns. B. Neither party may assign this Agreement or any part hereof without the prior written consent of the other party. C. This Agreement embodies the entire agreement between the parties and shall not be altered except through a written instrument signed by both parties. D. This Agreement shall be governed by the laws of the State of Colorado and may be enforced only in the federal or state district courts located in Denver, Colorado. At -Grade Pedestrian Xing Agreement Articles of Agreement March 21, 2007 Form Approved, AVP -Law - 08/23/2006 Page 7 of 8 LOCATION PRINT OF A NEW AT -GRADE PEDESTRIAN CROSSING CONSTRUCTION PROJECT Tenne''sse'��Pass.Su6-4,visio-nm J a U ,Q� Af o� e' ft Data use subject to license. O 2004 DeLorme. Street Atlas USA® 2005. 0 1000 2000 www.delorme.com MN (10.4' E) Data Zoom 13-0 RAILROAD WORK TO BE PERFORMED: 1. Install 8 -feet of concrete crossing surface; 15 cross ties; 1 carload of ballast; and other surface & track materials. 2. Engineering Review and Flagging. EXHIBIT "A" UNION PACIFIC RAILROAD COMPANY TENNESSEE PASS SUBDIVISION MILE POST 329.53 GPS: N 39° 38.8842', W 106° 50.2870' near EAGLE, EAGLE CO., CO. Location print of a new at -grade pedestrian crossing construction project with EAGLE COUNTY. Folder No. 2220-41 Date: March 21, 2007 WARNING IN ALL OCCASIONS, U.P. COMMUNICATIONS DEPARTMENT MUST BE CONTACTED IN ADVANCE 11 OF ANY WORK TO DETERMINE EXISTENCE AND LOCATION OF FIBER OPTIC CABLE. PHONE: 1-(800) 336-9193 1. Exhibit A Railroad Location Print To New Pedestrian At -Grade Crossing Agreement '7b a 24 y SN( r 4*1151 com c N O :5 Z ? q NC MP 329.53 -Tennessee Pass Subdivision 51sfi o i cp Violet Lane -DOT #253549F a bT�gi 7z - New At -Grade Pedestrian Crossing Construction Project c T , Tenne''sse'��Pass.Su6-4,visio-nm J a U ,Q� Af o� e' ft Data use subject to license. O 2004 DeLorme. Street Atlas USA® 2005. 0 1000 2000 www.delorme.com MN (10.4' E) Data Zoom 13-0 RAILROAD WORK TO BE PERFORMED: 1. Install 8 -feet of concrete crossing surface; 15 cross ties; 1 carload of ballast; and other surface & track materials. 2. Engineering Review and Flagging. EXHIBIT "A" UNION PACIFIC RAILROAD COMPANY TENNESSEE PASS SUBDIVISION MILE POST 329.53 GPS: N 39° 38.8842', W 106° 50.2870' near EAGLE, EAGLE CO., CO. Location print of a new at -grade pedestrian crossing construction project with EAGLE COUNTY. Folder No. 2220-41 Date: March 21, 2007 WARNING IN ALL OCCASIONS, U.P. COMMUNICATIONS DEPARTMENT MUST BE CONTACTED IN ADVANCE 11 OF ANY WORK TO DETERMINE EXISTENCE AND LOCATION OF FIBER OPTIC CABLE. PHONE: 1-(800) 336-9193 1. Exhibit A Railroad Location Print To New Pedestrian At -Grade Crossing Agreement w To Nei Lf ent w p W \ w� UZZ WOw3 > > wp 40 N M.00 CL.00N o z W s � WNa � ONIav3e eo slsve � optm �I`nom W 7' U 9Y6 2s r 2\ � O\ no°p "6 \ 0% ZFp S\ d �aZ V Oz J za�� Oz 0' y woo o Sys Sc' J3 ✓7 ��Oo Z\\ Sti _A& 1 0. 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W CO L O H O .. C O W L lO O N ry y y O c c y u o Z W C C'O P°] L M NO E° O C U] J J '0 3 3 c c W N° o-- '- N r7 U N W 3 N c° ] T D P 00 O ti0J .0 V"1 3 O y bMn �NM :: ry P U OC 30: ] yap �-- OP �I z Z N v y NN?.� v E� cv N L° .`.. M N) d N �O PIS W r'1 ° O W J 0 C. EN - -!, cznu u oao0 u.n o. c_...oE m 6 z E OLL U O C C C Wa' O C ym c NZ J O O P N N) W N f0 n w t O ° o O O N V n o' o `a 5�� ov fiu)U c n z Eo° na W 8 P5" ,oS p �o E Xo� 2X E.y EW O �e ES za<<� off; �a LU _ 00 Gi Z CO 7 O o Exhibit A-1 Legal Description & Illustrative Print To New Pedestrian At -Grade Crossing Agreement To Ne, To Nei Rai ent ESTIMATE, OF MATERIAL AND FORCE ACCOUNT WORK DATE: 2007-03-14 BY THE UNION PACIFIC RAILROAD THIS ESTIMATE GOOD FOR 6 MONTHS EXPIRATION DATE IS :2007-09-12 DESCRIPTION OF WORK: 2007 RECOLLECTIBLE PROJECT M.P. 329.53 TENNESSEE PASS SUBDIVISION VIOLET LANE, EAGLE, CO. DOT #253549F INSTALL 8 T.F. OF CONCRETE CROSSING SURFACE TO BE USED AS A SIDEWALK. WILL CONNECT TO EXISTING CONCRETE ROAD CROSSING SURFACE. COST: 100$ EAGLE COUNTY (STANDARD) PID: 58378 AM: 83168 MP,SUBDIV: 329.53, TENNESSEE SERVICE UNIT: 14 CITY: EAGLE STATE: CO DESCRIPTION QTY UNIT LABOR MATERIAL RECOLL UPRR TOTAL ENGINEERING WORK ENGINEERING LABOR ADDITIVE 232$ TOTAL ENGINEERING SIGNAL WORK LABOR ADDITIVE 232$ SALES TAX SIGNAL TOTAL SIGNAL TRACT{ & SURFACE WORK BALAST BILL PREP FOREIGN LINE FREIGHT HOME LINE FREIGHT LABOR ADDITIVE 23294 MATL STORE EXPENSE OTM RDXMG SALES TAX TRACK -RETIRE TRK-SURF,LIN XTIR TOTAL TRACK & SURFACE 500 500 500 1160 1160 1160 1660 ------------ 1660 -------- 1660 472 472 472 7 7 7 203 ----- -- -------- 176 379 -------- 379 675 -------- 183 858 -------- 858 1.00 CL 325 2801 58 8.0D TF 388 28 791 15.00 EA 498 4889 666 991 991 900 900 900 70 70 70 900 900 900 2801 2801 56 56 56 142 200 200 1281 1669 1669 131 131 131 28 28 791 791 1243 1741 1741 5389 10278 _ -------- 10278 -------- LABOR/MATERIAL EXPENSE 7224 5572 -------- -------- RECOLLECTIBLE/UPRR EXPENSE 22796 0-------- ESTIMUED PR0.7ECT COST 12796 EXISTING REUSEABLE MATERIAL CREDIT 0 SALVAGE NONUSEABLE MATERIAL CREDIT 0 RECOLLECTIBLS LESS CREDITS ------ THE ABOVE FIGURES ARE ESTIMATES ONLY AND SUBJECT TO FLUCTUATION. IN THE EVENT OF AN INCREASE OR DECREASE IN THE COST OR QUANTITY OF MATERIAL OR LABOR REQUIRED, UPRR WILL BILL FOR ACTUAL CONSTRUCTION COSTS AT THE CURRENT EFFECTIVE RATE. Exhibit C Railroad's Estimate of Material & Force Account Work To New Pedestrian At -Grade Crossing Agreement To Ne tent ent ��` . VV KION PACIFIC RAILROAD COMPANY iLi?INSar A#tKA' 1Zeal Estate Department 1.400 Douglas Street, MS 1690 Omaha, NE 68179-1690 (402) 544-8620 March 21, 2007 T'o the Contractor: UPRR Folder No.: 2220-41 Before Union Pacific Railroad Company can permit you to perform work on its property for the construction of the new Violet Lane at -grade pedestrian crossing, it will be necessary for you to complete and execute two originals of the enclosed Contractor's Right o EntryAgreement. Please: 1. Fill in the complete legal name of the contractor in the space provided on Page 1 of the Contractor's Right of Entry Agreement. If a corporation, give the state of incorporation. If a partnership, give the names of all partners. 2. Fill in the date construction will begin and be completed in Article 5, Paragraph A. 3- Fill in the name of the contractor in the space provided in the signature block at the end of the Contractor's Right of Entry Agreement. If the contractor is a corporation, the person signing on its behalf must be an elected corporate officer. 4. Execute and return all copies of the Contractor's Right of Entry Agreement together with your Certificate of Insurance as required in Exhibit B, in the attached, self-addressed envelope. 5. Include a check made payable to the Union Pacific Railroad Company in the amount of $500.00. If you require formal billing, you may consider this letter as a formal bill. In compliance with the Internal Revenue Services' new policy regarding their Form 1099, I certify that 94-6001323 is the Railroad Company's correct Federal Taxpayer Identification Number and that Union Pacific Railroad Company is doing business as a corporation. Under Exhibit B of the enclosed Contractor's Right of Entry Agreement, you are required to procure Railroad Protective Liability Insurance (RPLI) for the duration of this project. As a service to you, Union Pacific is making this coverage available to you. If you decide that acquiring this coverage from the Railroad is of benefit to you, please contact Mr. Mike McGrade of Marsh USA @ 800-729-7001, e-mail: michael.mc cradekmarsh. com. This agreement will not be accepted by the Railroad Company until you have returned all of the following to the undersigned at Union Pacific Railroad Company: 1. Executed, unaltered duplicate original counterparts of the Contractor's Right of Entry Agreement; 2. Your check in the amount of $500.00 to pay the required balance due of the required Contractor's Right of Entry fee. (The Folder Number and the name "Paul G. Farrell" should be written on the check to insure proper credit). If you require formal billing, you may consider this letter as a formal bill; Exhibit D Form of Contractor's Right of Entry Agreement To New Pedestrian At -Grade Crossing Agreement iEN)tlit ' i�RCt}j}jYY+? 3 . Copies of all of your un -to -date General Liability, Auto Liability & Workman's Compensation Insurance Certificates (yours and all contractors), naming Union Pacific Railroad Company as additional insured; 4- Copy of your up-to-date Railroad Protective Liability Insurance Certificate (yours and all contractors ), naming Union Pacific Railroad Company as additional insured. day! RETURN ALL OF THESE REQUIRED ITEMS TOGETHER IN ONE ENVELOPE. DO NOT MAIL ANY ITEM SEPARATELY. If you have any questions concerning this agreement, please contact me as noted below. Have a safe Paul G. Farrell Senior Manager Contracts Phone: (402) 544-8620 e-mail:po'arrell@up.com 4 b� Exhibit D < Form of Contractor's Right of Entry Agreement To New Pedestrian At -Grade Crossing Agreement UPRR Folder No. 2220-41 UPRR Audit No. CONTRACTOR'S RIGHT OF ENTRY AGREEMENT THIS AGREEMENT is made and entered into as of the day of , 200_, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Railroad"); and a (State of Incorporation) RECITALS: (NAME OF CONTRACTOR) corporation ("Contractor"). Contractor has been hired by Eagle County to perform work relating to the construction of the new Violet Lane at -grade pedestrian crossing (the "work"), with all or a portion of such work to be performed on property of Railroad in the vicinity of Railroad's Mile Post 329.53 on Railroad's Tennessee Pass Subdivision located Eagle, Eagle County, Colorado, which work is the subject of a contract dated (Date of Pedestrian Crossing Agreement) between Railroad and Eagle County as such location is also shown and detailed on the Location Print and Specification Plans collectively marked Exhibit D, attached hereto and hereby made a part hereof. Railroad is willing to permit Contractor to perform the work described above at the location described above subject to the terms and conditions contained in this Agreement AGREEMENT: NOW, THEREFORE, it is mutually agreed by and between Railroad and Contractor, as follows: ARTICLE 1 - DEFINITION OF CONTRACTOR. For purposes of this Agreement, all references in this agreement to Contractor shall include Contractor's contractors, subcontractors, officers, agents and employees, and others acting under its or their authority. Contractor's Right of Entry — 05/01/2006 Page 1 of 4 Exhibit D Form Approved - AVP Law Form of Contractor's Right of Entry Agreement To New Pedestrian At -Grade Crossing Agreement N ARTICLE 2 - RIGHT GRANTED; PURPOSE. Railroad hereby grants to Contractor the right, during the term hereinafter stated and upon and subject to each and all of the terms, provisions and conditions herein contained, to enter upon and have ingress to and egress from the property described in the Recitals for the purpose of performing any work described in the Recitals above. The right herein granted to Contractor is limited to those portions of Railroad's property specifically described herein, or as designated by the Railroad Representative named in Article 4. ARTICLE 3 - TERMS AND CONDITIONS CONTAINED IN EXHIBITS A. B & C. The terms and conditions contained in Exhibit A, Exhibit B and Exhibit C, attached hereto, are hereby made a part of this Agreement. ARTICLE 4 - ALL EXPENSES TO BE BORNE BY CONTRACTOR; RAILROAD REPRESENTATIVE. A. Contractor shall bear any and all costs and expenses associated with any work performed by Contractor, or any costs or expenses incurred by Railroad relating to this Agreement. B. Contractor shall coordinate all of its work with the following Railroad representatives or his or her duly authorized representatives (hereinafter collectively the "Railroad Representative"): Joe (Jose) Rodriguez Manager Track Maintenance Union Pacific Railroad Company 400 West B Street Pueblo CO 81003 Phone: 719-549-6266 Facsimile: 719-549-6240 Keith Seely Manager Signal Maintenance Union Pacific Railroad Company 901 West 48`h Avenue Denver, Co 80221 Phone: 303-964-4781 Fax: 303-964-4890 C. Contractor, at its own expense, shall adequately police and supervise all work to be performed by Contractor and shall ensure that such work is performed in a safe manner as set forth in Section 7 of Exhibit A. The responsibility of Contractor for safe conduct and adequate policing and supervision of Contractor's work shall not be lessened or otherwise affected by Railroad's approval of plans and specifications involving the work, or by Railroad's collaboration in performance of any work, or by the presence at the work site of a Railroad Representative, or by compliance by Contractor with any requests or recommendations made by Railroad Representative. ARTICLE 5 - TERM; TERMINATION. A. The grant of right herein made to Contractor shall commence on the date of this Agreement, and continue until Contractor's Right of Entry — 05/01/2006 Form Approved - AVP Law unless sooner terminated (Date of Expiration) Page 2 of 4 Exhibit D Form of Contractor's Right of Entry Agreement To New Pedestrian At -Grade Crossing Agreement 141 11111011 _ f 'b�ACep7C as herein provided, or at such time as Contractor has completed its work on Railroad's property, whichever is earlier. Contractor agrees to notify the Railroad Representative in writing when it has completed its work on Railroad's property. B. This Agreement may be terminated by either party on ten (10) days written notice to the other Ply ARTICLE 6 - CERTIFICATE OF INSURANCE. A. Before commencing any work, Contractor will provide Railroad with the insurance binders, policies, certificates and/or endorsements set forth in Exhibit B of this Agreement. B. All insurance correspondence, binders, policies, certificates and/or endorsements shall be sent to: Union Pacific Railroad Company 1400 Douglas Street, MS 1690 Omaha, NE 68179-1690 Attn.: Senior Manager Contracts UPRR Folder No.: 2220-41 ARTICLE 7 - DISMISSAL OF CONTRACTOR'S EMPLOYEE. At the request of Railroad, Contractor shall remove from Railroad's property any employee of Contractor who fails to conform to the instructions of the Railroad Representative in connection with the work on Railroad's property, and any right of Contractor shall be suspended until such removal has occurred. Contractor shall indemnify Railroad against any claims arising from the removal of any such employee from Railroad's property. ARTICLE 8 - ADMINISTRATIVE FEE. Upon the execution and delivery of this Agreement, Contractor shall pay to Railroad Five Hundred Dollars ($500.00) as reimbursement for clerical, administrative and handling expenses in connection with the processing of this Agreement. ARTICLE 9 - CROSSINGS. No additional vehicular crossings (including temporary haul roads) or pedestrian crossings over Railroad's trackage shall be installed or used by Contractor without the prior written permission of Railroad. ARTICLE 10 - EXPLOSIVES. Explosives or other highly flammable substances shall not be stored on Railroad's property without the prior written approval of Railroad. Contractor's Right of Entry — 05/01/2006 Page 3 of 4 Exhibit D Form Approved - AVP Law Form of Contractor's Right of Entry Agreement To New Pedestrian At -Grade Crossing Agreement �J v3E.itllf _ f Pi9.C8jjp3C IN WITNESS WHEREOF, the parties hereto have duly executed this agreement in duplicate as of the date first herein written. UNION PACIFIC RAILROAD COMPANY (Federal Tax ID #94-6001323) 0 Contractor's Right of Entry — 05/01/2006 Form Approved - AVP Law Title: PAUL G. FARRELL Senior Manager Contracts (NAME OF CONTRACTOR) Page 4 of 4 Exhibit D Form of Contractor's Right of Entry Agreement To New Pedestrian At -Grade Crossing Agreement CROE EXA 5/01/2006 Form Approved, AVP -Law EXHIBIT A TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT TERMS AND CONDITIONS Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING. Q11011 iAiirfMC A. Contractor agrees to notify the Railroad Representative at least ten (10) working days in advance of Contractor commencing its work and at least ten (10) working days in advance of proposed performance of any work by Contractor in which any perso in or equipment will be within twenty-five (25) feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track. No work of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within twenty-five (25) feet of any of Railroad's track(s) at any time, for any reason, unless and until a Railroad flagman is provided to watch for trains. Upon receipt of such ten (10) -day notice, the Railroad Representative will determine and inform Contractor whether a flagman need be present and whether Contractor needs to implement any special protective or safety measures. If flagging or other special protective or safety measures are performed by Railroad, Railroad will bill Contractor for such expenses incurred by Railroad, unless Railroad and a federal, state or local governmental entity have agreed that Railroad is to bill such expenses to the federal, state or local governmental entity. If Railroad will be sending the bills to Contractor, Contractor shall pay such bills within thirty (30) days of Contractor's receipt of billing. If Railroad performs any flagging, or other special protective or safety measures are performed by Railroad, Contractor agrees that Contractor is not relieved of any of its responsibilities or liabilities set forth in this Agreement. B. The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight-hour day for the class of flagmen used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the work is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between Railroad and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Contractor (or the governmental entity, as applicable) shall pay on the basis of the new rates and charges. C. Reimbursement to Railroad will be required covering the full eight-hour day during which any flagman is furnished, unless the flagman can be assigned to other Railroad work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the flagman is engaged in other Railroad work. Reimbursement will also be required for any day not actually worked by the flagman following the flagman's assignment to work on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by assignment of such flagman to other work, even though Contractor may not be working during such time. When it becomes necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Contractor must provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a flagman. If five (5) days notice of cessation is not given, Contractor will still be required to pay flagging charges for the five (5) day notice period required by union agreement to be given to the employee, even though flagging is not required for that period. An additional ten (10) days notice must then be given to Railroad if flagging services are needed again after such five day cessation notice has been given to Railroad. Section 2. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED A. The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the Railroad to use and maintain its entire property including the right and power of Railroad to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, roadways, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by Railroad without liability to Contractor or to any other party for compensation or damages. B. The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of Railroad's property, and others) and the right of Railroad to renew and extend the same, and is made without covenant of title or for quiet enjoyment. CROE ExA 5/01/2006 Page 1 of 4 Exhibit A Form Approved, AVP -Law Terms &Conditions To Contractor's Right of Entry Agreement CROE EcA 5/01/2006 Form Approved, AVP -Law BUILDING AKR" Section 3. NO INTERFERENCE WITH OPERATIONS OF RAILROAD AND ITS TENANTS. A. Contractor shall conduct its operations so as not to interfere with the continuous and uninterrupted use and operation of the railroad tracks and property of Railroad, including without limitation, the operations of Railroad's lessees, licensees or others, unless specifically authorized in advance by the Railroad Representative. Nothing shall be done or permitted to be done by Contractor at any time that would in any manner impair the safety of such operations. When not in use, Contractor's machinery and materials shall be kept at least fifty (50) feet from the centerline of Railroad's nearest track, and there shall be no vehicular crossings of Railroads tracks except at existing open public crossings. B. Operations of Railroad and work performed by Railroad personnel and delays in the work to be performed by Contractor caused by such railroad operations and work are expected by Contractor, and Contractor agrees that Railroad shall have no liability to Contractor, or any other person or entity for any such delays. The Contractor shall coordinate its activities with those of Railroad and third parties so as to avoid interference with railroad operations. The safe operation of Railroad train movements and other activities by Railroad takes precedence over any work to be performed by Contractor. Section 4. LIENS. Contractor shall pay in full all persons who perform labor or provide materials for the work to be performed by Contractor. Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be created or enforced against any property of Railroad for any such work performed. Contractor shall indemnify and hold harmless Railroad from and against any and all liens, claims, demands, costs or expenses of whatsoever nature in any way connected with or growing out of such work done, labor performed, or materials furnished. If Contractor fails to promptly cause any lien to be released of record, Railroad may, at its election, discharge the lien or claim of lien at Contractor's expense. Section 6. PROTECTION OF FIBER OPTIC CABLE SYSTEMS. A. Fiber optic cable systems may be buried on Railroad's property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. Contractor shall telephone Railroad during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday, except holidays) at 1-800-336-9193 (also a 24-hour, 7 -day number for emergency calls) to determine if fiber optic cable is buried anywhere on Railroad's property to be used by Contractor. If it is, Contractor will telephone the telecommunications company(ies) involved, make arrangements for a cable locator and, if applicable, for relocation or other protection of the fiber optic cable. Contractor shall not commence any work until all such protection or relocation (if applicable) has been accomplished. B. In addition to other indemnity provisions in this Agreement, Contractor shall indemnify, defend and hold Railroad harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses) arising out of any act or omission of Contractor, its agents and/or employees, that causes or contributes to (1) any damage to or destruction of any telecommunications system on Railroad's property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Railroad's property. Contractor shall not have or seek recourse against Railroad for any claim or cause of action for alleged loss of profits or revenue or loss of service or other consequential damage to a telecommunication company using Railroad's property or a customer or user of services of the fiber optic cable on Railroad's property. Section 6. PERMITS - COMPLIANCE WITH LAWS. In the prosecution of the work covered by this Agreement, Contractor shall secure any and all necessary permits and shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work including, without limitation, all applicable Federal Railroad Administration regulations. Section 7. SAFETY. A. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the work performed by Contractor. Contractor shall be responsible for initiating, maintaining and supervising all safety, operations and programs in connection with the work. Contractor shall at a minimum comply with Railroad's safety standards listed in Exhibit C, hereto attached, to ensure uniformity with the safety standards followed by Railroad's own forces. As a part of Contractor's safety responsibilities, Contractor shall notify Railroad if Contractor determines that any of Railroad's safety standards are contrary to good safety practices. Contractor shall fumish copies of Exhibit C to each of its employees before they enter the job site. B. Without limitation of the provisions of paragraph A above, Contractor shall keep the job site free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the job. CROE ExA 5/01/2006 Page 2 of 4 Exhibit A Form Approved, AVP -Law Terms &Conditions To Contractor's Right of Entry Agreement CROE ExA 5/01/2006 Form Approved, AVP -Law gWLDING AMERIW IM S C. Contractor shall have proper first aid supplies available on the job site so that prompt first aid services may be provided to any person injured on the job site. Contractor shall promptly notify Railroad of any U.S. Occupational Safety and Health Administration reportable injuries. Contractor shall have a nondelegable duty to control its employees while they are on the job site or any other property of Railroad, and to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug or other substance that may inhibit the safe performance of any work. D. If and when requested by Railroad, Contractor shall deliver to Railroad a copy of Contractor's safety plan for conducting the work (the "Safety Plan"). Railroad shall have the right, but not the obligation, to require Contractor to correct any deficiencies in the Safety Plan. The terms of this Agreement shall control if there are any inconsistencies between this Agreement and the Safety Plan. Section S. INDEMNITY. A. To the extent not prohibited by applicable statute, Contractor shall indemnify, defend and hold harmless Railroad, its affiliates, and its and their officers, agents and employees ("Indemnified Parties") from and against any and all loss, damage, injury, liability, claim, demand, cost or expense (including, without limitation, attorney's, consultant's and expert's fees, and court costs), fine or penalty (collectively, "Loss") incurred by any person (including, without limitation, any Indemnified Party, Contractor, or any employee of Contractor or of any Indemnified Party) arising out of or in any manner connected with (i) any work performed by Contractor, or (ii) any act or omission of Contractor, its officers, agents or employees, or (iii) any breach of this agreement by Contractor. B. The right to indemnity under this Section 8 shall accrue upon occurrence of the event giving rise to the Loss, and shall apply regardless of any negligence or strict liability of any Indemnified Party, except where the Loss is caused by the sole active negligence of an Indemnified Party as established by the final judgment of a court of competent jurisdiction. The sole active negligence of any Indemnified Party shall not bar the recovery of any other Indemnified Party. C. Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions brought by Contractor's own employees. Contractor waives any immunity it may have under worker's compensation or industrial insurance acts to indemnify Railroad under this Section 8. Contractor acknowledges that this waiver was mutually negotiated by the parties hereto. D. No court or jury findings in any employee's suit pursuant to any worker's compensation act or the Federal Employers' Liability Act against a party to this Agreement may be relied upon or used by Contractor in any attempt to assert liability against Railroad. E. The provisions of this Section 8 shall survive the completion of any work performed by Contractor or the termination or expiration of this Agreement. In no event shall this Section 8 or any other provision of this Agreement be deemed to limit any liability Contractor may have to any Indemnified Party by statute or under common law. Section 9. RESTORATION OF PROPERTY. In the event Railroad authorizes Contractor to take down any fence of Railroad or in any manner move or disturb any of the other property of Railroad in connection with the work to be performed by Contractor, then in that event Contractor shall, as soon as possible and at Contractor's sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed. Contractor shall remove all of Contractor's tools, equipment, rubbish and other materials from Railroad's property promptly upon completion of the work, restoring Railroad's property to the same state and condition as when Contractor entered thereon. Section 10. WAIVER OF DEFAULT. Waiver by Railroad of any breach or default of any condition, covenant or agreement herein contained to be kept, observed and performed by Contractor shall in no way impair the right of Railroad to avail itself of any remedy for any subsequent breach or default. Section 11. MODIFICATION - ENTIRE AGREEMENT. No modification of this Agreement shall be effective unless made in writing and signed by Contractor and Railroad. This Agreement and the exhibits attached hereto and made a part hereof constitute the entire understanding between Contractor and Railroad and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral, with respect to the work to be performed by Contractor. CROE EXA 5/01/2006 Page 3 of 4 Exhibit A Form Approved, AVP -Law Terms & Conditions To Contractor's Right of Entry Agreement CROE ExA 5/01/2006 Form Approved, AVP -Law Section 12. ASSIGNMENT - SUBCONTRACTING. Contractor shall not assign or subcontract this Agreement, or any interest therein, without the written consent of the Railroad. Contractor shall be responsible for the acts and omissions of all subcontractors, and shall require all subcontractors to maintain the insura nce coverage required to be maintained by Contractor as provided in this Agreement, and to indemnify Contractor and Railroad to the same extent as Railroad is indemnified by Contractor under this Agreement. CROE ExA 5/01/2006 Page 4 of 4 Exhibit A Form Approved, AVP -Law Terms & Conditions To Contractor's Right of Entry Agreement Approved: Insurance Group Created:2/10/06; Last Modified: 2/10/06 BUILDING Air1ERFCA• 10 EXHIBIT B TO RIGHT OF ENTRY AGREEMENT CONTRACT INSURANCE REQUIREMENTS Contractor shall, at its sole cost and expense, procure and maintain during the life of this Agreement (except as otherwise provided in this Agreement) the following insurance coverage: A. Commercial General Liability insurance. Commercial general liability (CGL) with a limit of not less than $5,000,000 each occurrence and an aggregate limit of not less than $10,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage). The policy must also contain the following endorsement, which must be stated on the certificate of insurance: • Contractual Liability Railroads ISO form CG 24 17 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Railroad Company Property" as the Designated Job Site. B. Business Automobile Coverage insurance. Business auto coverage written on ISO form CA 00 01 (or a substitute form providing equivalent liability coverage) with a combined single limit of not less $500,000 for each accident. The policy must contain the following endorsements, which must be stated on the certificate of insurance: • Coverage For Certain Operations In Connection With Railroads ISO form CA 20 70 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Property" as the Designated Job Site. • Motor Carrier Act Endorsement - Hazardous materials clean up (MCS -90) if required by law. C. Workers Compensation and Emplovers Liability insurance. Coverage must include but not be limited to: • Contractor's statutory liability under the workers' compensation laws of the state(s) affected by this Agreement. • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit $500,000 each employee. If Contractor is self-insured, evidence of state approval and excess workers compensation coverage must be provided. Coverage must include liability arising out of the U. S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable. D. Railroad Protective Liability insurance. Contractor must maintain Railroad Protective Liability insurance written on ISO occurrence form CG 00 35 12 04 (or a substitute form providing equivalent coverage) on behalf of Railroad as named insured, with a limit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000. A binder stating the policy is in place must be submitted to Railroad before the work may be commenced and until the original policy is forwarded to Railroad. E. Umbrella or Excess insurance. If Contractor utilizes umbrella or excess policies, these policies must "follow form" and afford no less coverage than the primary policy. Other Reauirements F. All policy(ies) required above (except worker's compensation and employers liability) must include Railroad as "Additional Insured" using ISO Additional Insured Endorsements CG 20 26, and CA 20 48 (or substitute forms providing equivalent coverage). The coverage provided to Railroad as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage for Railroad's negligence whether sole or partial, active or passive, and shall not be limited by Contractor's liability under the indemnity provisions of this Agreement. G. 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. H. Contractor waives all rights against Railroad and its agents, officers, directors and employees for recovery of damages to the CROE ExB 02/10/2006 Page 1 of 2 Exhibit B Form Approved, AVP -Law Contract Insurance Requirements To Contractor's Right of Entry Agreement Appro%/ed:Insurance Group Created: 2/10/06; Last Modified: 2/10/06 BUILDING AMERIW N extent these damages are covered by the workers compensation and employers liability or commercial umbrella or excess liability insurance obtained by Contractor required by this agreement. I. Prior to commencing the work, Contractor shall furnish Railroad with a certificate(s) of insurance, executed by a duly autho, razed representative of each insurer, showing compliance with the insurance requirements in this Agreement. J. 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. K. The fact that insurance is obtained by Contractor or by Railroad on behalf of Contractor will not be deemed to release or diminish the liability of Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Railroad from Contractor or any third party will not be limited by the amount of the required insurance coverage. CROS ExB 02/10/2006 Page 2 of 2 Exhibit B Form Approved, AVP -Law Contract Insurance Requirements To Contractor's Right of Entry Agreement CROE EXC 05/01/2006 Form Approved, AVP -Law BUILDING AMERICK EXHIBIT C TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT MINIMUM SAFETY REQUIREMENTS The tern "employees" as used herein refer to all employees of Contractor as well as all employees of any subcontractor or agent of Contractor. 1. Clothing A. All employees of Contractor will be suitably dressed to perform their duties safely and in a manner that will not interfere with their vision, hearing, or free use of their hands or feet. Specifically, Contractor's employees must wear: • 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. • Footwear that covers their ankles and has a defined heel. Employees working on bridges are required to wear safety -toed footwear that conforms to the American National Standards Institute (ANSI) and FRA footwear requirements. B. Employees shall not wear boots (other than work boots), sandals, canvas -type shoes, or other shoes that have thin soles or heels that are higher than normal. C. Employees must not wear loose or ragged clothing, neckties, finger rings, or other loose jewelry while operating or working on machinery. II. Personal Protective Equipment Contractor shall require its employees to wear personal protective equipment as specified by Railroad rules, regulations, or recommended or requested by the Railroad Representative. • 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. • 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. • 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) ■ Other types of personal protective equipment, such as respirators, fall protection equipment, and face shields, must be worn as recommended or requested by the Railroad Representative. III. On Track Safety Contractor is responsible for compliance with the Federal Railroad Administration's Roadway Worker Protection regulations — 49CFR214, Subpart C and Railroad's On -Track Safety rules. Under 49CFR214, Subpart C, railroad contractors are responsible for the training of their employees on such regulations. In addition to the instructions contained in Roadway Worker Protection regulations, all employees must: Maintain a distance of twenty-five (25) feet to any track unless the Railroad Representative is present to authorize movements. Wear an orange, reflectorized workwear approved by the Railroad Representative. 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. CROE ExC 05/01/2006 Page 1 of 2 Exhibit C Form Approved, AVP -Law Minimum Safety Requirements To Contractor's Right of Entry Agreement CROS ExC 05/01/2006 Form Approved, AVP -Law's w IV. Equipment A. It is the responsibility of Contractor to ensure that all equipment is in a safe condition to operate. If, in the opinion of the Railroad Representative, any of Contractor's equipment is unsafe for use, Contractor shall remove such equipment from Railroad's property. In addition, Contractor must ensure that the operators of all,equipment are properly trained and competent in the safe operation of the equipment. In addition, operators must be: ■ 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 A. Contractor shall ensure that all waste is properly disposed of in accordance with applicable federal and state regulations. B. Contractor shall ensure that all employees participate in and comply with a job briefing conducted by the Railroad Representative, if applicable. During this briefing, the Railroad Representative will specify safe work procedures, (including On -Track Safety) and the potential hazards of the job. If any employee has any questions or concerns about the work, the employee must voice them during the job briefing. Additional job briefings will be conducted during the work as conditions, work procedures, or personnel change. C. All track work performed by Contractor meets the minimum safety requirements established by the Federal Railroad Administration's Track Safety Standards 49CFR213. D. All employees comply with the following safety procedures when working around any railroad track: ■ Always be on the alert for moving equipment. Employees must always expect movement on any track, at any time, in either direction. ■ Do not step or walk on the top of the rail, frog, switches, guard rails, or other track components. ■ 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). ■ Avoid walking or standing on a track unless so authorized by the employee in charge. • 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 track and equipment have been protected against movement. E. All employees must comply with all federal and state regulations concerning workplace safety. CROE ExC 05/01/2006 Page 2 of 2 Exhibit C Form Approved, AVP -Law Minimum Safety Requirements To Contractor's Right of Entry Agreement N I LOCATION PRINT ACCOMPANYING A w' 'E CONTRACTOR'S RIGHT OF ENTRY S AGREEMENT r 2a'"'a 4 ; MP 329.53 - Tennessee Pass Subdivision — Violet lane - DOT #263649F € 3T ; New At -Grade Pedestrian Crossing{ C*nstruction Project a r4 r Tenney ss bd u ; a �s Ewa us'e a to ficea rye. o low "M 02004 DeLomw Street: AM USAO2005, www. .com hAd (t 0,4' E) Dia tow 13-0 RAILROAD WORK TO BE PERFORMED: EXHIBIT "D" UNION PACIFIC RAILROAD COMPANY 1. Install 8 -feet of concrete crossing surface; 15 cross ties; 1 carload of ballast; and other surface & track materials. TENNESSEE PASS SUBDIVISION 2. Engineering Review and Flagging. MILE POST 329.53 GPS: N 39° 38.8842', W 106° 50.2870' near EAGLE, EAGLE CO., CO. To accompany Contractor's Right of Entry Agreement with (Name of Contractor) for the construction of a new at -grade pedestrian crossing. Folder No. 2220-41 Date: March 21, 2007 WARNING IN ALL OCCASIONS, U.P. COMMUNICATIONS DEPARTMENT MUST BE CONTACTED IN ADVANCE OF ANY WORK TO DETERMINE EXISTENCE AND LOCATION OF FIBER OPTIC CABLE. PHONE: 1{800) 336-9193 Exhibit D Railroad Location Print To Contractor's Riqht of Entry Aqreement �W VA,r, m�m0 r ViRs.,, �, \ %�� rf.. V" , Z+00 ww .F.�.o..*�...7 X 1 Railroad Location Print To Contractor's Right of Entry Agreement