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Home My WebLink AboutC23-403 Union Pacific RR_Town of Minturn_EC_easementAGREEMENT This Agreement (this "Agreement") is made and entered into as of � - C-. 2023, ("Effective Date"), by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("UP"), the TOWN OF MINTURN, a municipal corporation or political subdivision of the State of Colorado ("Minturn"), and EAGLE COUNTY, COLORADO, a body corporate and politic ("County"). RECITALS: A. An existing easement in favor of the County ("Rio Grande Easement"), attached hereto as Exhibit 1, is outdated and includes roads and bridges that no longer exist. Minturn now maintains the public road that is the subject of the Rio Grande Easement as currently configured ("Minturn Road"). The parties desire to supersede and replace the Rio Grande Easement by executing the form of Easement Termination ("Easement Termination"), attached hereto as Exhibit 2, and simultaneously documenting Minturri's rights and obligations with the Easement Deed for Minturn Road and Railroad Avenue in the form attached hereto as Exhibit 3 ("Minturn Road Easement"). B. A portion of Minturn Road crosses UP's railroad tracks, and the parties desire to document such crossings with the form of (i) Public Highway At -Grade Crossing Agreement (Railroad Avenue, U.S. DOT No. 253531 V), attached hereto as Exhibit 4 ("Railroad Avenue Crossing"), and (ii) Public Highway At -Grade Crossing Agreement (Eagle County Road 14, U.S. DOT No. 253532C), attached hereto as Exhibit 5 ("Eagle County Road 14 Crossing") (collectively, "Crossing Agreements"). The Easement Termination, the Minturn Road Easement, and the Crossing Agreements may hereinafter be collectively referred to as the "Easement Agreements". C. UP is currently under contract with a third party to sell an 18.95-acre tract of land adjacent to the Minturn Road Easement ("Transaction"), and the parties desire for such Easement Agreements to be recorded upon the closing of the Transaction. AGREEMENT: NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Escrow and Recordation. Within five (5) days of the Effective Date, UP will open Escrow with Land Title Guarantee Company, 0090 Benchmark Road #205, Avon, Colorado 81620 ("Title Company"), and the parties will deliver executed originals of the Easement Agreements to the Title Company within thirty (30) days of the Effective Date with instructions to Title Company to hold the same in escrow in accordance with the provisions of this Agreement. The parties will execute a commercially reasonable escrow agreement if required by the Title Company. The Title Company shall be instructed that simultaneously with the closing of the Transaction, the Title Company shall: (i) Record the Easement Termination in the land records of Eagle County, Colorado ("County Records"), and deliver to UP; (ii) Record the Minturn Road Easement in the County Records and deliver to Minturn; and (iii) Record the form of Easement Deed for both the Railroad Avenue Crossing and the Eagle County Road 14 Crossing, the form of which is attached to its respective Crossing Agreement, in the County Records and deliver to Minturn. 2. Closing Costs. All closing costs, including, but not limited to escrow and recording fees, will be paid by UP. 3. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. This Agreement may be signed and delivered electronically and the "pdf' signatures shall constitute original signatures with all force and effect of law. 4. Governing Law. This Agreement and all of the terms and provisions hereof shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to its conflict of laws principles. S. Drafting. This Agreement has been prepared by UP and its professional advisors and reviewed by Minturn and the County and their professional advisors. UP, Minturn, the County, and their separate advisors believe this Agreement is the product of all of their efforts, that it expresses their agreement, and that it should not be interpreted in favor of or against any party merely because of their efforts in preparing it. 6. Legal Fees. If a dispute arises under this Agreement between the parties and the matter is turned over to an attorney, the prevailing party in the dispute will be awarded by the court or arbitrator its reasonable attorneys" fees and costs, in addition to its other damages and costs. 7. WAIVER OF JURY TRIAL. THE PARTIES HEREBY EXPRESSLY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, BROUGHT BY EITHER OF THEM AGAINST THE OTHER, ON ANY CLAIM OR MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. 8. Default. Upon a default, this Agreement may be enforced via specific performance in addition to all other rights and remedies available at law or in equity. (Signature Page Follows) 2 IN WITNESS WHEREOF, the below signed have executed this Agreement to be effective as of the Effective Date. ON UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: k -CA-f t.:) 1'�-Printed Name: Chris D. Goble Title: Assistant Vice President — Real Estate Minturn: TOWN OF MINTURN, a municipal corporation or political subdivision of the State of Colorado By: Printed Name: ,tea ri r ,( Cye -z-- Title: at _ County: EAGLE COUNTY, COLORADO, a body corporate and politic By: Printed Name: Title: 3 IN WITNESS WHEREOF, the below signed have executed this Agreement to be effective as of the Effective Date. UP: UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: Printed Name: Chris D. Goble Title: Assistant Vice President — Real Estate Minturn: TOWN OF MINTURN, a municipal corporation or political subdivision of the State of Colorado By: Printed Name: Title: County: EAGLE COUNTY, COLORADO, a body corporate and politic By: PrinteNa rig Title: U EXHIBIT 1 COPY OF THE RIO GRANDE EASEMENT (TO BE ATTACHED) 1 �� , .. ,• -fir • rN J�.f ` ry ', 'y I'''� � ..~�tr'S r�ti�l.� Srlr :" of � �• r •"'^�5+.��nt 'f .. ".41 NI'ii.'L'�.:'L'1.�. .:b.b.f i.Y+:ps lf.X,[..1•. u.•. ".. .. .. ..•.. Affi • +..'�'�cx ..•+�''•�'i' v, 1 �,• IG, l•tl' �,.Y 4.v1 _I NN�'fl/Gyy�ldA• �. .,. J. 1 •1!py at•R!dkXx:4},ytY,? N1^'M,d�ar�'_x.�,t�ia.': .<. f.l�. $ l'a-f+w-.ysrq i�c•1�..:.^•I..t 'c+R'y��:..••%t�?-.��;F�- . •fir. ��' �.• , MA �. v� .s; ,�._:f'�'-�`+i'1�.rs:. �.•_,,.:�r",'fi.•;,•,gh�+!ry,7�•.y'+ `, •fl,: • ;��;_ wi[ .l S...t• t y �,�•��J'r'1'ii,i:;'r[S�.tn.ri� •� • ..No.uimd �' Y ' .• ..1. l r �; I A t • yam, Ate mom.& "d entor-GA into t1lis . a Q ' d Y. *erporbtion orgy aed *r 'vtrtu+a Of the UMS at' +4ho Stato o,' 0e10raau sod F�'la�'� ,�pat,�. �� tit ' . :; ��' �Afi� ��g�g •aaats� sa�:�# 'ui��' '1c * Or ra Q SO&g' pt40, &Ad hgr#lwf4 arr raterr�l to 1i bQt' �►%tMUUU $ha U* VrVIdafS aid, 3 ' the Itkureed 0SMS4 4 ar�tteld". the on et antu rn, in - .,*ftwt;r and aft to for PuUia tr a,, aM tbe crosmAng tr ita �Sr b d 'olWa .I d gmdd lir they pblis as heretofore pr$4tie", :fed► Aaft#r 'Go the.;POIL.44 m9t Maier and s yanee to a Q , -4nd as Dyed ont .aM blinolun" to J-tx it* $e tie airs Of 9%$d P-mUraad OoapaW and of 4634 ftuat: Y thAt +.hore AlVal hn a'ted,, 141ij out and a0netru4ttA VnjXU* rare d lr t 'the VW40 ' of WA yards'. In &*Ob mmmer an to &T#Jd #A fVX ee po•e.eU10 auah dMprn, MUOyanee11 Md Ui4draaebe-P ma 'WAM"Ov the P0014 of the- w4d town. W Maturn have petitioned the Rem'&. Of 00untV camizz ewe of xaLd 0ountyto Qon�ct eat h b Idgq over the suld XaSU Rivir et to leaute.,v UW out and aft- %traat euah rye s., and, to pr&vlte for eudh 8"e:ssUg oven the tr• uoks of R rea4 000aw. 4a the i'3 qw ky, of mdd yams as SbAw. botter a* tho•p1ii4 oarid mtZtd:ma. fhb dax3gena to p414)0 tv%sg in said Ts* tv..., sad. sb# � a mod. hindmass. to 'r �AM4 innonetde►##.at Or tho aareamaen' hex'sta kept ,dime • res t =d 'bert"ft WAd �es�'tspe ea �b�oreea= to�w�t.� ,. Said. Rai lroad, $Qzapany agre0s to grant aril, does herabr grant unto said Qounty an eassmant for 4 right of wady for a public MINd 1611-47 (40) 16et 414v- -0,00r and aoroo s the landis arA pre auss of .said Railroad Oampany in the West Ulf or the Rorttv*ait Quarber Qf geation ftent3r4-01x (96) , Township Vive (6) Mouth of Range 219htY-iris (M) Voot of the $th Prinolpal Xeir-idlan� -bettraen the points horsi-na ter de-s1SWsA4md and as shown on the attaohad blue pri.nti which to wade a d•,aaaegted as pant and pwrosl of this agratmout. a.. From a ,paint marked Ron said blots print to a point marked thgreojq b. krom a point corked 9 on said blue print to a point zkrkO. ffi they -Sou l o. Prom a point marked H on dai,d blue print to a point marked 3 thereonl d. Prom a point marked V on said blue* print to a point marked d thoreon. 3, Said, Railroad CLompany agrees *to permit said Qounty to u9s for the purposes of a public highway, and In order to afford ingress to and egree-a from Blook B on the nertherly side of the Magle River, a strip of Land as and -of the di►mensi ones shown on said blue print' lydtV**u a point marked B and a point marked r thereon, for auah period alf •fts at paid Rg.xroad Company shall not requird tin, use.. theareot for an axten.si:oxt or ealarSoment of its round-housa or other -faetlitisax and Until o-aid Railroad 0-ompa qr shall furnish to said county for the use of the publia othisr lando for a highway to afford ingress to and egread from the sold Block R a+a afor*s4iA-4 provided, hoWevery that said Railroad Qnapany 04.1 1 bsvo the right at any time to terzdmate arA di o« continue *Wi.e us* by the public and ttald aoun:ty of said last do ► r sarlbot strip o ;Land,0 upon furn3 ohing to saeid 0ounty for the use of the public othar lands for a high to afford i.ngross to and sgx'son from said $loo :9ronaldrt a. said Railroad dompan;r 4 so agroa+s to petui.t *o pubi#W to oroas its laxass prez1gos an$ tracks along the roadways now in US* fe-r $uA partod of tix. as. shall be required hsrounle' r for said 100unty to loetaato .aa d- eonatrset the preposod new bridge oven $ag2s River between -the paints dozip atod A and g o1a the attgabed bluA- prin'it and the propogod now- highways betwoon the paints desi;g- xiated 0 to .R to 13 and D to I on said hlu8 print, but not lansar tim Until VovfaMb#P 3Let3%0 19041, oxeept as to the pre*e-lit traVelod reed from h to R 4nd from V to the south line of Mai4 Rallrood Qo%pomy',s 1=0 ip o$i.d Seation gd 1 the lira nse to use tom. &. Ust de snri$od portions Of rG.WW&Yo to pro-vidod for is section •8 of this "r%#Mont. d.- Said Rai l r-oaod ftmp m. y further *or. *as M its sole ao st and eipanse to install at tha oarxiest practicable dsts, WA tboraoa rtezr 4 maintai U and ;parate an Slarm gong at Qw -site of ths• proposed rout eroasing of ito traoke• In. the ava'th and of Ate► said MistarA yard, betWoon the xtaid points 5 and 00 as sbo.rna on said blue .prints Said gong to -be QQM*ated With its doable Pain tracks duly, and fwtbar agyeen to eonstratat apd thsrs&fter to maintain a aiXi►tes Tl6) f oat plank a ros4109 .4At;lar'"tarn to tho gaanW aft"Satawwa of said 0ounty, ever and aeraos i to tragkn beitwien said paints R and Or as ohown on said bl m • print. R. Baia' county W.6as, at its Bole coat and expense, to looMe aonstrdat and aowplete re My for use by the publ,;iti an or before November 16tk, 2944, and ao a part of its syttea of bti.gh"A a now wagon 'bridge of sufficient strength and of such dimeneloa$ so shall safely subserve the publ-lo eona►enienoe amroos the Ragie rAVOr b0twseu P44U XaMOd A Md B an Wd blue W"Ch tho asaaawy appvaolies Ac ft4rm and 4WVtQGAbX* Band dza aftasy fm4her wee*, at its gala Oogt ,V".# -to vvlor at OVAO VIV031 the on 0 Wish rasm-64410 diuslinoo to am* -use v4W $or laulu MW mo on the ika4terly $$Ad of jal.d R" ZrqaA 1IMpany i 0 VW4 a t Z%t 4"S deslV"tad WA WWOOn Ohe paftta and Sj- 11 md It and J., =d iWg #Kpwa an %ttaMh4.jd blue PrIAVO SPA uftOr OhO OcWlatfOift llhar4otj 1,9 :ror*Ver O"Os, In 6004 86do and aervlosablo d-ondl-I&OU far the use at *.b3.A4r .50 Wshwax. woe* by apmepriat"m aouaa to 104104 V4400 tOr PU-410- uses awd Aig % pan Of 'tx sroos O.r buip. WAYOO two bridges a4va#4 isuld 34610 Itivors, d'0'qjsa6Lt'e d 0I)lu# 32 Ba Point -as bridge. sb.,V '%.j $.0 SIM V1. 41VOY or the po" 4x 01% 0 W%d�brlggM APAOA%r 4kho polut doaAamted 13* COV132ty Air-thOO awe*# At owe by *pWapriats iftuou rya ate for POW uot =4 44 a pan of lif lWom of mblko. allonys or ro 4 UGOA bY. I thO POW Ov $MY P4ft*.Q3x thernott. AW - aim d- I" 24Udgl AU4 PrOOO* villft Vh4 OXtqWjO&% bVWIAV y Unea Of fte lava& ad WMIA*4 Or Wd 941rosA O"WaW at or In the Of &ad to of Water, ag uhava. on.: god aulah4d blue VrW botwoft the Vatrft doss tad th"iloft jAq OUO*p' ' to 0.0 x tO It 4vA -it to Xp V.M* W.Adej b6V*.VWr %Ut 894A rQvA* Ae4paUt oAn mAd I)rint &a qxtft4jag from from from tot bo 010464 to povu. 41'- f04VOIL by WdA WlraiA OammW YA01% ftAld acuflt'v Sh4l have ova ylatoi tho coa-atmouian or 042d Maw bvA#o b4we4% &ad erg,. mW--k64 A- and R an staid blue grlaty and the approaches thareta; and until. Oaid Railroad Company shall have oomplgted the propaeed ne-w aErossiag over its trucks between the , points B and, p, as shb19B Qv said Vluo print j and previdad, Further., that jsaaA brjago gw' gatQd on said blue pr#,pt as Bridges No. I a.'nd 10. AP sni said roads .Pram L tQ * M and: from M to the- south lima er said Railroad Moas- 9913-716 lands i3a bhw n@rthwost gxaetrter off' said. Bemtion Safi- shall plot be ol000d to pubI40. -travel, by the &aid Railroad. aempany prior to December Mat, 1945,'UR2.08s said Bounty prior to said Va-cesabur 348t, 1900*, shall have- vvmplated the eetastraotion of the prgpgs*d now publ.i.o road on a0d, 4-ox3g the .right Of way herein provided Xer b*tween the pv:-ats •de&sigpft. 'd F and G am said blue print. xN VITiMso MmRIM1p, said Rel;lread tleu Panay has a•anead these P-r*0e4-0 to bi duly eaeout*A bt- the , jjd. 9:r *!t'g''Matl7�ger� and maid 40unty.has caused th#se prosents to bs executed by the ghairmw 0f its Board of QOunty Commi.ssioners, and it$ corporate goal to.. be horeuntp aFFi.xed and attested by It-s Gaork, they being: tbereast* duly aut ho r-Ised ,'by reso;,atl-an of said Board of 00unty asmmi.ssi oxr. err on t4a day and yAar First above wrltt*2a. THE IMWSR AM Ri ' RAILROAD OOMPAIY,, $fit snaga r. TER BOARD ar C0UjjTr--(I 5Slo 01? RAGLB ATT V.- 01 QUM ,, B • er . Rb and o-:.r Goun-ty Q.omn�i. a eionar� of Ugl,a 4'ountp, ft to rad,p. (orRt8il0s84) I 140.113.19 FORM OF EASEMENT TERMINATION (TO BE ATTACHED) EASEMENT TERMINATION This EASEMENT TERMINATION ("Termination") is executed as of , 2023 ("Effective Date") by UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("UP"), successor -in -interest to The Denver and Rio Grande Railroad Company, and EAGLE COUNTY, COLORADO a body corporate and politic ("Eagle County"). RECITALS: WHEREAS, pursuant to that certain Agreement dated August 13, 1904, by and between The Denver Rio Grande Railroad Company, predecessor -in -interest to UP, and Eagle County, recorded January 10, 2019 at reception number 201900427 ("Rio Grande Easement"), certain easement rights and obligations were created for purposes of a right-of-way for public roads and bridges over portions of the real property as more particularly described in the Rio Grande Easement attached hereto as Exhibit A; WHEREAS, the Rio Grande Easement was for the benefit of Eagle County, and includes certain_ roads and bridges that no longer exist and are no longer needed by Eagle County: WHEREAS, UP and Eagle County desire to terminate the Rio Grande Easement. AGREEMENT: NOW, THEREFORE, UP and Eagle County hereby declare as follows: 1. As of the Effective Date, the Rio Grande Easement is hereby terminated and shall be of no further force or effect. (Signature Pages to Follow) IN WITNESS WHEREOF, UP and Eagle County have executed this Termination as of the Effective Date. Attest: UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: Assistant Secretary Printed Name: Chris D. Goble Title: Assistant Vice President — Real Estate STATE OF NEBRASKA ) )Ss. COUNTY OF DOUGLAS ) This instrument was acknowledged before me this day of 2023, by Chris D. Goble and , Assistant Vice President — Real Estate and Assistant Secretary of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, on behalf of the corporation. WITNESS my hand and official seal. (Seal) Notary Public IN WITNESS WHEREOF, UP and Eagle County have executed this Termination as of the Effective Date. EAGLE COUNTY, COLORADO a body corporate and politic By: Printed Name: Title: STATE OF COLORADO ) ss. COUNTY OF EAGLE ) On , 2023, before me, , Notary Public in and for the State of Colorado, personally appeared MATT SCHERR, who is the Chair of the Board of County Commissioners of EAGLE COUNTY, COLORADO, and who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to in 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. (Seal) Notary Public EXHIBIT A RIO GRANDE EASEMENT (TO BE ATTACHED) o� o� iu - - A t� '+�.'1j. iy e'§ may,. _.;� .4. r e. ,� 'gS "�, ,�\: � �� $$ _ tr. ' .. ' ? , n l •• � { .. ; 1 .' e i::. ..r �I. -1u� . 41P T, Tag AfiTpMTt wMe anA watered into this ' d4v a D. 100.4 , % &Xd bistMen AM . Wit} iG�o� •dQ9�'A�'r, � Qo os�tLon 4r - .Unt*r vtrtuq at the &laws or. 'fib# State of 0.bI*ra40,0 and ".'•:W :.). ''" '.��:'..��•�.•.�=�-.'�� '�q� ��' +�� •tie. -4 � ' lAOvg"$" Ltd t :kt AWAM d 1' VdAulk of the Uwe or s ; .gtta: ,�i�. ro.`,," to` # MW QOAIY•it PA"r of Ift mWen& pow, VTMMIMS# ' by' tb►e * .,Vtthe 'anus praoa oos sa$ oBoa the 'fturam pow 4 �o �tt10�r►� the % a ' rttu n, in Aid .e tr ota•te for publia tr4v*-),# aA t4a crosmAng Or Us w- * .I d 7ur4s IV the putuo ews heretoftre p itj,* , : ►'' JRe ,� "° tt . 1 -a" "U-sr "AQ,3�'au1P!'.e to t+ A':0 and apt UWa4 tont: sma hin to its �So it* is Us air-6 Of said HaUrand OaxpaWsaid Of 4Ui4 L-OuAtY thA theatre sba" bs Ioeatsd,. laid- out and 06natruated vuttti•ie $11 'the vidiat of emAd Yards& in aiteh mar as to &'?*$.d FOr ae pos•sible such dangors,, a, ymmoss. Awd U1A&anexde.0 axed P%T- le of the acid town. of Maturn have petitioned this Raard- op County comi.ssicAs s Or I AIdt county ty tea eanutraat xrEw�h b ILdgq over the said us RJ-ter bad to 1404tet UW out and eon. et! 1,16 suoh ream.,, and to prwride for such WagaUg over the traokg of said Railroa, to the viaw v or M.d yards as ehal . bottar ' '+tO• exrd s4MIIII&M-this dtwe to J.jo #r*4 in said Sri' iat),rr,e and.. bUdran�reee. to said Railr+aadaetgf i �`Q • Fob A394 � :eerid�d.#it� e�` that �tlrn�a� - a rs mass, t heq arterf �► #o h . be ' -Ift r 'p ive, p hereto kept dens • r `or wed and bat!bFt" 13 d partiom as rcuovt to-witt.s $. Said Rai lroad dfamp4my sgre4s to grant end. does •haro)W grant unto said County an easemernt for a right of gray for a publia r**d 160*7- NO 1w.0' JAv. vftr sna aatres s the lands ani proxisies off' .said Railroad Company in the West Half of the Northwost Quuter of 846ti on entyi-six (96) p Towneh1p Vive (a) stout-h of Ranges SISUty�890 (M) I Aot of the dth Principal MRridian; •betwaren the paints hereinaftsr da-signx$.ed and. as OkOVU on the 4ttaabsd blue print i which to made axrl' 40Gopted as part and paroal of this a.. From aw point marked Sr on said blu print to a► point MrkeA A ' h4reo ax b. Veom a point worked 13 on said blue print to a point mdfto* A the rvenj o. Vrom a point a afted R an Said blue print to a point marked I thereon] d. Yrom a paint marked V on said blue' print to a point marled S thereon. a. Said. Rall,road Qompeny agrees to permit 8"d County to use for the purpooss of a public highway; and in order to afford ingress to and egr*aa from Block B an the northerly side of the Ragla, River, m otrip of land as and of the dlmansianx shown on said blue print{ btitYlanu a point marked B and a point marked ii thereon, for such peirltad cad' Aime as` eaiQ• Rai.Troad Company sha2l not requirs t1is use.. the-romf for an ext-oxisipon or suXargemmnt of its round -hones or etbwr •faaiilities,, and until said Railroad OompaxW shall fern-Ish to said County f*r the use of tha publi4 other sands for a highway to afford ingr+ass to and egress from the sold Rl.00k S as afoYesmtdci provided, ho-Wever, that said Railroad CaApany s&al- I hwwa the right at any time to ternivate aril digo- oonti ue the use by the public and said Seuaby of said last dw- ; r s ribst strip or isnd, upon furni ohu g to oald Oaunty for the use of the public otbor lauds for a highVW to afford iggro ss to and s-gr'Qe.s from Aai43lt�ak�•.Aaa�'ssailir S. Said Railroad dexponr 4 so a►grse+a to permit tho publia to crass its la%Asi premi,aeo and tracks aloes the roadways now in urn f'6r auah period of time as. shall be requlre4 hrrousdur for $#Ad 'Oouoty to loa4te .and. eonstruot the proposed now bridge over Ragla River between the paints desioattod A and g ch the attt4dhed blm- print and the prop4eot now highwaym between she points deoig- aattsd 0 to T$ -H to Is and D to J on said hlue print, but not losipr than until November 15%1%1, 19040 except as to the preac h traValed road from L to M +end from M to tha south line or sai,4 Railroad Company's l a ado ip oaid Section 86 , the license to use which laot deeorxbod portions of roaftsys is pr4vtdad for AM Bastion-6 of this soresmont 4. Said Railroad Oompany fhrtbar agrees at its sole cost and sipsnso to install at the oarXlest praoticabl• date t sand UAreafte r S. a W,' maintaia and operats an aXarm gong at the -ai.te of tho- preps"d not crossing of i•Ga tra4ke• tn. the swath and off' Ats *aid Jiiaturd yard, betWoon the said points 9 atg- Q, as shaven on said blue .print, said gong to be con+lated Frith its double ms a t rmts only, ad fwther agrees to constrdnt and thsroaytar to maji taro a sinbss 'old) foat p;txj* arosoim .4atsirrostorr to tho quunty �ssaio�a�a of said County) over an$ aox►gox its trtta&s botween said pouts A and v, as shorn on sai,.d blue, print* d. Said County &grass., at its dole 40st amp, axpnxXe, to 7.644te r coustrOst snd eamplete ready for use by tho p-tblio an or before November 18th, 1904, and ao aa, part of ito syattem of bisb"R ao now wagorj bridge of auffi qi 6nt strength and of such dimenatiax* as shal.a safely subserve the public eonvenienow aeross the Basis Ir rAillift ftvdr WwOsn pe&utn wed A Arid 3 eu -d blao With t#t nOW.� pvs*hos thor tug Uw"ner to tax'+1 w ma dit tho awns iu ,00041sei"e arid- WV1. aaabX#-coadStlan swd d.844 O"My tether sweeat at Its Saxe 00st and ex of"* ► to 01110r, ht eAAo "Atn the COMW U04 off VMA tb11yt1r+ o t roasou a l#ga sA►�► to ISOVU114 v4Myr :top OU.WWh*OW&y.4 on bhe eaetedy 01" Of is -Id R+ %raad., dmvanyt s Vv4 ett i"tUrA + tha 111404 hOrOUb+ tere derig"ted and W wags the paInta 11 Ord So It md 1= and d eAd 2,0 Ail( $Kowa on ett%aohgd Ujud tut # ana after she d ;,etgion therrsairt tp rm%v r aalAta* the OUG* 1n 6964 safe axed anviasabxa aeudlttga for the see a;t %ho job1ia an highwax. Oftaty further meses by arwapariate 44001% to at oAae vsdate Or vub�la user and dd A p of It$ b3€mf;ft a"T USW MAYa! te►a bridges aar004 Bald 34910 gIVer, aesldnatsd on sad b' f POUt ." bilge. *64 1ri *ha Vin'igAty Q i` the VOA+ dA�t tdd of bytet old bx$! the n 4d rod /l Yr 4hareen. 8.SUd 40*nty further aWeas at DUO by apFrapx'ierfce ' 14 to vaaafe for pubist Asa, and ad a• wf4 4-1 US aydtm ut Mau � m WAya er roadd.ip used by the PgbZ•d or auy i�i eu tbearga#�,. mobwas � s the MOAB as pre rltbdA the �1� b Maas'Of #ha s MA pienjotg log Nast•ftl1roag #ftpUW at ar In the VIOU tty of MOd to* At Watuft# an shm 6u; WjS WAS VrW beteu" -the P * dajplp►',.vA tharoca as to tl , 0 to '# � X 10•It sad it to X* ' t sWA rvmAa dAsspaVA as sold ImlAty &M $xkft4jMg from $ top , from A. - to. y VA.. rr-m M to I shall. =t bs aloIted to yn w wAvel by ssld R41romA Oomw pattAl 9194d dauuqY shal-I have --CMV ,etMi the amaetmetMaa- or dstd nelf bViftO bqi$xeeA wad y '�� wa ksd • and i1 am bald, blue prizitp and Vx approaches thereto, axed until Said Railroad Company shall, h ay.0 Oomple ted the proposed now araoslag over its tracks between the points H atxi a, as shdWA an Maid blue print, and p-rovl,dsd, Turtiaep, that a&Ad brjd .4*ai�gw' natod on said blue pript Ss Drfdgas No. l a;rxl. 10, B, and said rates .from L to' U anti from U to the- south 11ns of said Railroad tlomw D's'r1 s sands in the "rthWOst duArt-er of said. Seetiox3 26 4hall not be closed to publ4* -tray l by th-e Said Ra3�ro-ad. company prior to December 31at t 1988, - uOl.ese said. $aunty prior to said I1e'aeabar 318t, 1900 shall hays ooropleted the QonstrUtion of the propgead new Publ•ia road on azd• alopg the right- of W herein provided for be-tween the and fl an Said blue print. XN VITNES$ WHnmrt Bald Ra. lr••aad 0allPAMy bag e•aased these PPM000-d to W . duly exaaut*A by th* , ijj- a ",1l�ab�,ger,. and xaid County -has oau,sed th$ oa presents t4 I)a executed by the dha$rman of its Board of Ovunty Camminsi-onars, and its corporate seal to be hereunto affixed and 4ttsst'ed by its ale3ri�, they being: txereants duly authorized.by resolixtidn of said Board of Rouinty �emm�es�.om� are on t1is day and your first abode s rittala„ THE DENVaR AM Rx 0 RAILROAD 001VANY-b • Bjt 6tgore TED 130ARD OP C011iT ' '(10 I3SIaWERi 03F BAG,R � AT"ST-,;4Q Ax azr Board 0-f 4ountj 0•0moi selenors of Rage Qougv, 0-o to radp. (01Rse;10:04) FORM OF MINTURN ROAD EASEMENT (TO BE ATTACHED) RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: Town of Minturn Attn: Town Manager 301 Boulder Street, #309 Minturn, Colorado 81645 (Space .Above for Recorder's Use Only) 3185-08 EASEMENT DEED FOR MINTURN ROAD AND RAILROAD AVENUE This EASEMENT DEED FOR MINTURN ROAD AND RAILROAD AVENUE ("Easement Deed") is made this day of 2023, between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Grantor"), and the TOWN OF MINTURN, a municipal corporation or political subdivision of the State of Colorado ("Grantee"), whose address is 301 Boulder St., #309, Minturn, Colorado 81645. Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, to it paid by Grantee, the receipt whereof is hereby confessed and acknowledged, grants to Grantee, its successors and assigns, a non-exclusive easement ("Easement"), for the purpose of constructing, using, maintaining, repairing, renewing and reconstructing a public roadway, sidewalk, and utilities (collectively, "Easement Improvements") on, along, across and under certain property in Eagle County, State of Colorado, described and depicted in Exhibits A-1, A-2, and A-3, each of which are attached and by reference made a part hereof (collectively, the "Easement Area") for access to Grantee's adjacent property. The Easement is granted for the purpose described above only; PROVIDED, HOWEVER, that Grantee is prohibited from using the Westerly twenty-five feet (25') of that certain portion of the Easement Area described and depicted in Exhibit A-2 for sidewalk or pedestrian/bike trail purposes. The Easement is in gross and personal to Grantee, and may not be assigned, in whole or in part, without Grantor's prior written consent, which may be withheld in Grantor's sole discretion. Grantee may grant licenses and sub easements in the Easement Area for utilities. Prior to granting a license or sub easement, Grantee shall provide Grantor with information and a plan set showing the proposed location and configuration of the proposed license or sub easement agreement and allow Grantor fourteen (14) days to provide written comments. Any use of the Easement by Grantee or Grantee's licensees and sub easement holders shall be coordinated with Grantor to ensure that such use will not harm or frustrate Grantor's then existing use(s) of the Easement Area. Grantor, its successors and assigns, reserves the right to construct and to maintain at any and all times, fiber optic or signal lines and facilities, pipe, telephone, and electric pole and wire lines, over, under and across the Easement Area, but in such a way as to not unreasonably interfere with Grantee's use of the Easement; it being understood that the rights so reserved by Grantor, its successors and assigns, are retained along with the general right of Grantor, its successors and assigns, to use of the Easement Area for any purpose not inconsistent with Grantee's use of the Easement. Prior to installing any new use within the Easement Area or repairing or reconstructing an existing use, Grantor shall provide Grantee with information and a plan set showing the proposed location and configuration of the proposed use and allow Grantee fourteen (14) days to provide written comments. Any use of the Easement by Grantor or Grantor's licensees shall be coordinated with Grantee to ensure that such use will not harm or frustrate Grantee's use of the Easement, and that any damage to the Easement Improvements caused by the activities of Grantor or Grantor's licensees are repaired and replaced to as substantially similar of a condition that existed before any work was undertaken. Any notices required or desired to be given under this Easement Deed shall be in writing and personally served, given by overnight express delivery, or given by mail. 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: Grantor: UNION PACIFIC RAILROAD COMPANY ATTN: Gregg A. Larsen, Senior Manager -Real Estate 1400 Douglas Street, Mail Stop 1690 Omaha, Nebraska 68179 Telephone: (402) 544-8552 Email: galarsen cc)up.com Grantee: TOWN OF MINTURN ATTN: Michelle Metteer, Town Manager 301 Boulder St, Suite # 309 Minturn, Colorado 81645 Telephone: (970) 827-5645, Extension No. 8 Email: manager@minturii.org The Easement is granted subject to all outstanding leases, licenses and other outstanding rights, including, without limitation, those for pipe, telephone, electric and fiber optic lines and the right of renewals and extensions of the same, and subject also to all conditions, limitations, restrictions, encumbrances, reservations or interests of any person that may affect the Easement Area, whether recorded or unrecorded. The Easement is also limited to such rights as Grantor may have in the Easement Area and is granted without warranty, express or implied. No damages shall be recoverable from Grantor because of any dispossession of Grantee or because of failure of, or defect in, Grantor's title. Grantee shall maintain and repair the Easement Improvements consistent with the requirements of Colorado law. Grantee shall also maintain and repair such Easement Improvements in such manner not to cause any interference with Grantor's tracks and appurtenances or rail operations, or the facilities or access rights of utility companies or other occupants of the Easement Area. If Grantee fails to perform its maintenance obligations and continues in default in the performance of any provision of this Easement Deed for a period of sixty (60) days after written notice from Grantor to Grantee specifying such default, Grantor may, at its sole discretion, initiate an action in the District Court of Eagle County to enforce this Easement Deed. To the extent it may lawfully do so and subject to the conditions and limitations imposed by the Taxpayer Bill of Rights in the Colorado Constitution, Grantee shall indemnify, defend, and hold harmless Grantor and its affiliates, its and their officers, agents, employees, successors or assigns (the "Indemnitees"), against and from any and all liability (including, without limitation, strict, consequential or punitive damages), claims, demands, actions, causes of action, costs and expenses of whatsoever nature including, without limitation, court costs and attorneys' fees, arising from Grantee's performance of its obligations described herein, except to the extent caused by the negligence or intentional conduct of the Indemnitees. The term "affiliate" (or "affiliates" as the case may be) as used in this Easement Deed means any corporation which directly or indirectly controls, or is controlled by, or is under common control with Grantor. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER BY GRANTEE OF ANY OF THE IMMUNITIES AVAILABLE TO GRANTEE PURSUANT TO THE PROVISIONS OF THE COLORADO GOVERNMENTAL IMMUNITY ACT, C.R.S. § 24-10-101 ET. SEQ. Nonuse of the Easement Area or any portion thereof, for a period of two (2) year will be deemed an abandonment of the Easement Area, whereupon Grantor will notify Grantee, its successors or assigns, in writing that the Easement will cease and terminate, and the title to the Easement Area will be freed from the burden of the Easement. Upon receipt of Grantor's written notice of intent to terminate based on abandonment by Grantee, its successors or assigns, Grantee will have thirty (30) days after its receipt of such termination notice to object in writing to the intent to terminate. If no objection is timely received, Grantee will be deemed to have abandoned any possessory rights. If an objection is timely received, the parties will mediate the dispute. If a resolution cannot be reached through mediation, either party may file a District Court action in Eagle County, Colorado for a factual determination of abandonment. Within one hundred eighty (180) days after termination or abandonment as contemplated by this Easement Deed, Grantee, at its sole expense, shall (a) peacefully and quietly vacate and surrender possession of the portions of the Easement Area no longer encumbered by the Easement, and (b) deliver to Grantor a fully executed and acknowledged release and quitclaim for such abandoned or terminated portions of the Easement Area in recordable form satisfactory to Grantor. (Signature Pages to Follow) Grantor and Grantee have caused this Easement Deed to be executed as of the date first herein written. UNION PACIFIC RAILROAD COMPANY, Attest: a Delaware corporation By: Assistant Secretary Printed Name: Chris D. Goble Title: Assistant Vice President — Real Estate STATE OF NEBRASKA ) ) ss. COUNTY OF DOUGLAS ) The foregoing instrument was acknowledged before me this day of , 2023, by Chris D. Goble and , Assistant Vice President — Real Estate and Assistant Secretary of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, on behalf of the corporation. WITNESS my hand and official seal. (Seal) Notary Public Grantor and Grantee have caused this Easement Deed to be executed as of the date first herein written. TOWN OF AUNTURN, a municipal corporation or political subdivision of the State of Colorado By: Printed Name: Title: ATTEST: Jay Brunvand, Town Clerk STATE OF COLORADO ) ss. COUNTY OF EAGLE ) On , 2023, before me, , Notary Public in and for the State of Colorado, personally appeared who is the of the TOWN OF MINTURN, and who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to in the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her 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. (Seal) Notary Public EKMMV AMI PART OF THE SW 114, SW 'I Z4, SECTION 23, T5S, R8'I W, 6TH P.M. MINTURN, COLORADO PARCEL DESCRIPTION: A PARCEL OF LAND BEING A PORTION OF LANDS DEFINED IN INSTRUMENT RECORDED IN BOOK 106 AT PAGE 331, IN THE OFFICE OF THE CLERK AND RECORDER, COUNTY OF EAGLE, STATE OF COLORADO, AS DEPICTED ON CONTRA LTD. ALTA/ACSM LAND TITLE SURVEY DATED APRIL 01, 1998, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT BEING THE SOUTHWEST CORNER OF SAID LANDS RECORDED IN BOOK 106 AT PAGE 331 AND ALSO BEING ON THE SOUTH SECTION LINE OF SAID SECTION 23 FROM WHICH THE CORNER OF SECTIONS 22, 23, 26 & 27, TOWNSHIP 5 SOUTH, RANGE 81 WEST OF THE SIXTH PRINCIPAL MERIDIAN BEARS, WITH ALL BEARINGS CONTAINED HEREIN BEING BASED UPON, N89°57'12"W 508.87 FEET; THENCE UPON SAID SOUTH SECTION LINE S89057' 12"E 55.73 FEET TO THE TRUE POINT OF BEGINNING; THENCE DEPARTING SAID SOUTH SECTION LINE N 19006'00"W 674.25 FEET TO A POINT ON THE EASTERLY BOUNDARY OF SAID PARCEL DESCRIBED IN BOOK 106 AT PAGE 33I; THENCE ALONG SAID EASTERLY BOUNDARY 633.72 FEET ALONG THE ARC OF A NON -TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 2110.10 FEET, AN INTERIOR ANGLE OF 17" 12'27" AND A CHORD WHICH BEARS S23°36'25"E 631.35 FEET; THENCE S 15*00' 11 "E 60.73 FEET TO A POINT ON SAID SOUTH SECTION LINE; THENCE ALONG SAID SOUTH SECTION LINE N89°57'12"W 47.92 FEET TO THE TRUE POINT OF BEGINNING, SAID PARCEL CONTAINING 28,136 SQUARE FEET, MORE OR LESS. SLAGLE SURVEY SERVICES P.O. Box 751 Eagle, Colorado 81631 970.471.1499 Office matthe%v@slaglesurvey.com Matthew S. Slagle PLS 34998 Professional Land Surveyor EKMET A4 PART OF THE SW 114, SW 114, SECTION 23, TSS, R81 W, 6TH P.M. MINTURN, COLORADO %\ \ ShOW 2 \� CIO \ \�� 0 ° 0 1 ' " LOCATION OF BOOK 106 PAGE 331 RIGHT OF WAY LIMITS BASED ON CONTRA ALTA/ACSM— LAND TITLE SURVEY DATED 4-1-1998 1 i `0 0 1 s EPS�M�N� PREP FOUND SURVEY MONUMENT SW CORNER SEC 23 T5S R81W 6TH PM 2.5" USGLO BRASS CAP ON 1" PIPE — STAMPED 194 (LOCATED BASE OF LEANING IPE) SEC 23 BASIS OF B ARINGS S89-57-12"E 508.87' SEC 26 UPRR RECEPTION HO. 201420764 spa RE.. OHO ...Goose,., 4998 _ ;08-18-2M RL Matthew S. Slagle PLS 34998 Professional Land Surveyor R=2110.10 L=633.72 T=319.27 CD=S23'36'25"E CH=631.35 D=17.12'27" 1 O 1 inch = 80 feet 1 \ FOUND SURVEY MONUMENT 1.5" ALUMINUM CAP ON NO. 5 N� REBAR STAMPED LS 20695 y� \ J POINT OF/ \ 1 `1 5.05' P RCEL 2 BEGINNING \UPRR 1 SUBDIVISION TO 1 1 1 � 1 SLAGLE SURVEY SERVICES P.O. Box 751 Eagle, Colorado 81631 970.471.1499 Office matthew@slaglesurvey.com EKHMNY AM2 PART OF THE W 1 /2, NW 1.14, SECTION 26, TSS, R81 W, 6TH P.M. EAGLE COUNTY, COLORADO PARCEL DESCRIPTION: A PARCEL OF LAND BEING A PORTION OF THE NW 1/4 OF SECTION 26, TOWNSHIP 5 SOUTH, RANGE 81 WEST, OF THE 6TH PRINCIPAL MERIDIAN BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID SECTION 26, FROM WHICH THE NORTHWEST CORNER OF SAID SECTION 26 BEARS, WITH ALL BEARINGS CONTAINED HEREIN BEING BASED UPON, N89057'12"W 617.57 FEET SAID POINT ALSO BEING THE NORTHWEST CORNER OF PARCEL 2, UPRR SUBDIVISION; THENCE DEPARTING SAID SECTION LINE S 19014'54"E 346.49 FEET; THENCE 60.43 FEET UPON A CURVE TO THE RIGHT WITH A RADIUS OF 2813.69 FEET A CENTRAL ANGLE OF 01013'50" AND A CHORD WHICH BEARS S1803758"E 60.43 FEET; THENCE S 18°01'03"E 324.55 FEET; THENCE 143.34 FEET UPON A CURVE TO THE RIGHT HAVING A RADIUS OF 763.58 FEET A CENTRAL. ANGLE OF 10045'20" AND A CHORD WHICH BEARS S12038'24"E 143.13 FEET; THENCE S07°15'43"E 164.66 FEET; THENCE 127.07 FEET UPON A CURVE TO THE RIGHT HAVING A RADIUS OF 800.55 FEET A CENTRAL ANGLE OF 09005'41" AND A CHORD WHICH BEARS SI 104834"E 126.94 FEET; THENCE ON A NON -TANGENT LINE S14°53'24"E 239.29 FEET; THENCE S15*11'50"E 538.46 FEET; THENCE 252.18 FEET UPON A CURVE TO THE RIGHT HAVING A RADIUS OF 2013.41 FEET A CENTRAL ANGLE OF 07010'35" AND A CHORD WHICH BEARS S11036'33"E 252.02 FEET; THENCE S08°01'l5"E 215.43 FEET; THENCE 211.61 FEET UPON A CURVE TO THE RIGHT WITH A RADIUS OF 2208.58 FEET A CENTRAL ANGLE OF 05029'23" AND A CHORD WHICH BEARS S05016'34"E 211.53 FEET TO A POINT OF THE WESTERN LINE OF TAYLOR AVENUE ACCORDING TO THE INSTRUMENT RECORDED AS RECEPTION NO. 144697 IN THE OFFICE OF THE EAGLE COUNTY CLERK AND RECORDER, EAGLE, COLORADO; THENCE UPON SAID WESTERN LINE OF TAYLOR AVENUE THE FOLLOWING (3) THREE COURSES: 1) S36'42'11"W 56.49; 2) S53°17'49"E 7.56 FEET; 3) 84.91 FEET UPON A NON -TANGENTIAL CURVE TO THE LEFT HAVING A RADIUS OF 188.33 FEET A CENTRAL ANGLE OF 25049'58" AND A CHORD WHICH BEARS S12055'08"W 84.19 FEET; THENCE DEPARTING SAID WESTERN LINE NO1030'44"W 129.71 FEET; THENCE 206.82 FEET UPON A NON -TANGENTIAL CURVE TO THE LEFT HAVING A RADIUS OF 2158.58 FEET WITH A CENTRAL ANGLE OF 05029'23" AND A CHORD WHICH BEARS N05016'34"W 206.74 FEET; THENCE N08001' 15"W 215.43 FEET; THENCE 245.92 FEET UPON A CURVE TO THE LEFT HAVING A RADIUS OF 1963.41 FEET A CENTRAL ANGLE OF 07010'35" AND A CHORD WHICH BEARS NI 1036'33"W 245.76 FEET; THENCE N15°11'50"W 538.59 FEET; THENCE N14°53'24"W 238.79 FEET; THENCE 134.36 FEET UPON A NON -TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 850.55 FEET A CENTRAL ANGLE OF 09003'03" AND A CHORD WHICH BEARS N11°47' 15"W 134.22 FEET; THENCE N07' 15'43 "W 164.66 FEET; THENCE 133.95 FEET UPON A CURVE TO THE LEFT WITH A RADIUS OF 713.58 FEET A CENTRAL ANGLE OF 10045'20" AND A CHORD WHICH BEARS N12038'24"W 133.76 FEET; THENCE N18°01'03"W 324.55 FEET; THENCE 59.36 FEET UPON A CURVE TO THE LEFT HAVING A RADIUS OF 2763.69 FEET A CENTRAL ANGLE OF O 1013'50" AND A CHORD WHICH BEARS N 18°37'58"W 59.36 FEET; THENCE N19° 14'54"W 364.12 FEET TO SAID NORTH LINE OF SECTION 26; THENCE UPON SAID NORTH LINE S89057' 12"E 52.98 FEET TO THE POINT OF BEGINNING. CONTAINING 133,342 SQUARE FEET MORE OR LESS. aoo aFs�r 34998 = ,0�8-22vd2 Matthew S. Slagle PLS 34998 Professional Land Surveyor SLAGLE SURVEY SERVICES P.O. Box 751 Eagle, Colorado 81631 970.471.1499 Office matthew®slaglesurvey.com EKHMV PART OF THE W 1 /2, NW 114, SECTION 26, T5S, R8 'I W, 6TH P.M. EAGLE COUNTY, COLORADO BASSS OF BEARING N89'57'12'W 517.57 FOUND SURVEY MONUMENT NW CORNER SEC 26 52.96 POINT OF BEGINNING FOUND SURVEY MONUMENT T5S RB1W 6TH PM 1.5' ALUMINUM CAP ON NO. 5 REBAR 25' USOLO BRASS CAP ON STAMPED LS 20695 1' PIPE — STAMPED 1942 (LOCATED BASE OF LEANING PIPE) eos PAKEL 2 } UPPP. SUp0114SIOM i m N R-2813.69 L=60.43 T-30.22 CD-SIB'3rS8•E R-2763.69 01-60.43 L-59.36 D-1'13'50' T-29.6B C0-N18 3r5B' CH-59.35 D-1'13'50' 0 0 o rri o tol W PAtl4TUR11 HOPTN N+ P.U.O. R-713.58 R-763.58 L-133.95 L-143.34 T 67.17 T-71.88 CD-N12'38'24'W C0-S12'38'24'E CH-133.76 CH-143.13 D-10'45'20' D-10'45'20' 7 a D, �• 4 J �p0 REG/sj U111011 RECEPTCNiLP,OAD °' HT `O •�.,.•... VO:•. �,_• NT Rs800.55 No. 2014WIEZ R-BSM55 L-127.07 L-134.35 T 63.67 T-67.32 CD-S114W34'E 4998 • CD-N11'47'15' CH-126.94 .1 _ 082 •�• CH-134" D-9'05'41' D=9163'0303 Matthew S. Slagle PLS 34998 Professional Land Surveyor SLAGLE SURVEY SERVICES J P.O. Box 751 Eagle, Colorado 81631 970.471.1499 Office matthew®slaglesurvey.com O V"VW.SlagleSu rvey.com PART OF THE W 1 /2, NW 114, SECTION 26, T5S, R81 W, 6TH P.M. EAGLE COUNTY, Cotowwo ou�a: �wProt w.s.cwrc 1 inch >= 150 feet MSS 22055 22Nss_Edlibilminit L 2 3 1 1 08-11-2013 EKHMY A=2 PART OF THE W 1 /2, NW 1 /4, SECTION 26, T5S, R81 W, 6TH P.M. EAGLE COUNTY, COLORADO f U' P.U.O. U111011 PFCtFIC P14LPOAo P.ECEPTIUI I M 1lo. 201 420764 R-2013.41 L-252.18 T-126.26 R-1953.41 CD-S11'36'33'E O L-245.92 CH-252.02 T-123.12 D-710'35" CD-N1138'33'W CH-245.78 D-7'10'35" 1 inch 150 feet 0 N♦ � 4 � R-2208.5 L-211.61 T-105.89 CD-S05'16' "E CH-211.5$ NT R-2158.58 D-5'29' L-206.82 T-103.49 CD-NO518'34'W CH-208.74 D-5'29'23' AL P,`cCEP il(a 1 x No. 926909 SF s R-188.33 L-84.91 T 43.19 CD-S12'55'08'W CHa84.19 —25'49'58' FOUND SURVEY MONUMENT C-w 1/16 SEC 26 126' DIAMETER USES e ALUMINUM CAP ON 2' TUBE A STAMPED LS 7235 1981 �rv0 REG�yr ago •�.......,� �;• w ay 34998 9 % a SLAGLE SURVEY SERVICES i tP P.O. Boa 751 Eagle, Colorado 81631 970.471.1499 Omce M2uhew@sl2glesurvey.com www.SlagleSurvey.com Matthew S. Slagle PLS 34998 EX rHi M n W Q-2 Professional Land Surveyor PART OF THE W 1 /2, NW 114, SECTION 26, T5S, R81 W, 6TH P.M. EAGLE COUNTY, COLORADO Man a- MSSljo*mmm 22055 10m22ass .dal M1tt R� 3 3 08.22.2023 EKHMff A=3 PART OF THE SW 114, NW 114 SECTION 26, TSS, R8'I W, 6TH P.M. MINTURN, COLORADO PARCEL DESCRIPTION: A PARCEL OF LAND SITUATED IN THE SW 1/4, NW 1/4, SECTION 26, TOWNSHIP 5 SOUTH, RANGE 81 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A FOUND 2.5" ALUMINUM CAP ON NO.6 REBAR STAMPED LS 37924 AT THE LOCATION OF THE MONUMENT PREVIOUSLY DESCRIBED AS THE "RAIL MONUMENT" FROM WHICH THE C-W 1/ 16TH CORNER OF SAID SECTION 26 BEARS S87049' 11 "E 85.40 FEET; THENCE S89045'25"W (WITH ALL BEARINGS CONTAIN HEREIN BEING BASED) UPON THE MONUMENTED LINE BETWEEN SAID RAIL MONUMENT AND THE MONUMENT MARKING THE WEST QUARTER CORNER OF SAID SECTION 26, BEING A FOUND 2.5" USGLO BRASS CAP ON 1" IRON PIPE STAMPED PROPERLY, 1942, 296.59 FEET TO THE TRUE POINT OF BEGINNING BEING THE SOUTHEAST CORNER OF THE SUBJECT PARCEL DESCRIBED HEREIN; THENCE UPON SAID MONUMENTED LINE S89°45'25"W 232.38 FEET TO THE WESTERN RIGHT OF WAY OF MAIN STREET; THENCE DEPARTING SAID MONUMENTED LINE AND UPON SAID RIGHT OF WAY N00006'32"W 24.15 FEET; THENCE N89°3454"E 178.23 FEET; THENCE 60.97 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 78.88 FEET, AN INTERIOR ANGLE OF 44-16-52" AND A CHORD WHICH BEARS S65041'57"E 59.46 FEET TO THE TRUE POINT OF BEGINNING, SAID PARCEL CONTAINING 5,255 SQUARE FEET, MORE OR LESS. - ��,q0 RfClsl 4998 �� * 08-18-2 ° Matthew S. Slagle PLS 34998 Professional Land Surveyor SLAGLE SURVEY SERVICES P.O. Box 751 Eagle, Colorado 81631 970.471.1499 Office matthew@slaglesurvey.com EKHMff A=3 PART OF THE SW 114, NW 1/4, SECTION 26, T5S, R81 W, 6TH P.M. MINTURN, CoLoRADo shoW 2 FOUND SURVEY MONUMENT W 1/4 SEC 26 2.5' DIAMETER USGLO BRASS CAP STAMPED 1942 z 0 0 d 0 N .p. �rn \ �p0 REClsf 34998 's �i,08 18-2"` �.ic u� POINT OF COMMENCEMENT FOUND SURVEY MONUMENT AT RAIL MONUMENT LOCATION N87-49-11"W 85.40' FROM C—W 1 /16 TH — 2.5" ALUMINUM CAP ON No.6 REBAR STAMPED PLS 37924 RAILROAD AVE. N89'34'54"E 178.23' SOUTH BOUNDARY IN UPRR PROPERTY RECEPTION No. 201420764 R=78.88 L=60.97 T=32.10 CD=S65'41'57"E CH=59.46 D=44'16 52 S89'45'25"W i 296.591% A N89*#5'25" E 13 .86' BASIS OFABEAR NG BOC CO'S I Y B LB RECEPTION Ho. I02023567 1 A RAILROAD I AVE. SOUTH LINE BOOCO'S LK B OF O 1 inch = 50 feet SLAGLE SURVEY SERVICES P.O. Box 751 Eagle, Colorado 81631 970-471.1499 Office matthew@slagiesurvey.com Matthew S. Slagle PLS 34998 PARTORT'FTNESWESwuu" "" 1/4, NW 114 Professional Land Surveyor SECnaN 26, T5S, R81 W, 6TN P.M. MINTURN, COLORADO ,w 2 d 2 08-18.2023 EXHIBIT 4 FORM OF PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT FOR THE RAILROAD AVENUE CROSSING (TO BE ATTACHED) UP Real Estate Folder No.: 3185-10 Audit Number PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT RAILROAD AVENUE DOT NUMBER 253531V MILE POST 301.66, TENNESSEE PASS SUBDIVISION MINTURN, EAGLE COUNTY, COLORADO THIS AGREEMENT ("Agreement") is made and entered into as of the day of , 202_ ("Effective Date"), by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, to be addressed at 1400 Douglas Street, Mail Stop 1690, Omaha, Nebraska 68179, Attn: Real Estate Department ("Railroad"), and the TOWN OF MINTURN, a municipal corporation or political subdivision of the State of Colorado to be addressed at 301 Boulder St., #309, Minturn, Colorado 81645 ("Political Body"). RECITALS: Railroad and Political Body desire to document the Political Body's use of an existing at -grade public crossing wherein vehicular traffic on Railroad Avenue traverse on, along and across Railroad's property at Railroad's Mile Post 301.66, DOT Number 253531 V, on Railroad's Tennessee Pass Subdivision at or near Minturn, Eagle County, Colorado (the "Crossing Area"). The Crossing Area is shown on the print marked Exhibit A and described in the legal description marked Exhibit A-1 with each exhibit being attached hereto and hereby made a part hereof. The portion of the public crossing located within the Crossing Area on Railroad's property is the "Roadway". AGREEMENT: NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows: Section 1. EXHIBIT B The general terms and conditions marked Exhibit B are attached hereto and hereby made a part hereof. Section 2. GRANT OF EASEMENT Upon completion of the execution of this Agreement, the Railroad shall execute and deliver to the Political Body a nonexclusive easement in the form Easement Deed marked Exhibit C, attached hereto and hereby made a part hereof, for the property described and shown on Exhibit A and Exhibit A-1, for the sole purposes of constructing, using, maintaining, repairing, renewing and reconstructing the Roadway and sidewalks located within the Crossing Area. Section 3. DEFINITION OF CONTRACTOR For purposes of this Agreement the term "Contractor" shall mean the contractor or contractors hired by the Political Body to perform any work on any portion of the Railroad's property and shall also include the Contractor's subcontractors and the Contractor's and subcontractor's respective employees, officers and agents, and others acting under its or their authority. Section 4. CONTRACTOR'S RIGHT OF ENTRY AGREEMENT - INSURANCE A. Prior to Contractor performing any work within the Crossing Area, including maintenance and repair work, the Political Body shall require the Contractor to: • Execute the Railroad's then current Contractor's Right of Entry Agreement; • Obtain the then current insurance required in the Contractor's Right of Entry Agreement; and • Provide such insurance policies, certificates, binders and/or endorsements to the Railroad. B. If the Political Body's own employees will be performing any maintenance or repair work, the Political Body may self -insure all or a portion of the insurance coverage subject to the Railroad's prior review and approval. Section 5. WORK TO BE PERFORMED BY RAILROAD; BILLING SENT TO POLITICAL BODY; POLITICAL BODY'S PAYMENT OF BILLS If Railroad, in its sole and absolute discretion, determines there is a threat to the continuity of Railroad's operations and/or the safety of the Railroad's personnel, trains, property, facilities, operations and/or the public and, in connection with such threat, Railroad performs any work, or as may otherwise be requested by Political Body to perform any work, Political Body agrees to reimburse the Railroad within thirty (30) days of its receipt of billing from the Railroad for one hundred percent (100%) of all actual costs incurred by the Railroad in connection with such work, including, but not limited to, all actual costs of engineering review, inspection, flagging (unless flagging costs are to be billed directly to the Contractor), procurement of materials, equipment rental, manpower and deliveries to the job site and all direct and indirect overhead labor/construction costs including Railroad's standard additive rates. Section 6. CONDITIONS TO BE MET BEFORE POLITICAL BODY AND/OR CONTRACTOR CAN COMMENCE WORK Neither the Political Body nor the Contractor may commence any work within the Crossing Area or on any other Railroad property until: (i) The Railroad and Political Body have executed this Agreement. (ii) The Railroad and Colorado Public Utilities Commission ("CPUC") has provided to Political Body the Railroad's and CPUC's written approval of the Political Body's plans and specifications for any work to be performed within the Crossing Area. (iii) Each Contractor has executed Railroad's Contractor's Right of Entry Agreement and has obtained and/or provided to the Railroad the insurance policies, certificates, binders, and/or endorsements required under the Contractor's Right of Entry Agreement. (iv) Each Contractor has given the advance notice(s) required under the Contractor's Right of Entry Agreement to the Railroad representative named in the Contactor's Right of Entry Agreement. Section 7. NON -RAILROAD IMPROVEMENTS A. Submittal of plans and specifications for protecting, encasing, reinforcing, relocation, replacing, removing and abandoning in place all non -railroad owned- facilities (the "Non Railroad Facilities") including, without limitation, utilities, fiber optics, pipelines, wielines, communication lines and fences is required. The Non -Railroad Facilities plans and specifications shall comply with Railroad's standard specifications and requirements, including, without limitation, American Railway Engineering and Maintenance -of -Way Association ("AREMA") standards and guidelines. Railroad has no obligation to supply additional land for any Non Railroad Facilities and does not waive its right to assert preemption defenses, challenge the right -to -take, or pursue compensation in any condemnation action, regardless if the submitted Non Railroad Facilities plans and specifications comply with Railroad's standard specifications and requirements. Railroad has no obligation to permit any Non -Railroad Facilities to be abandoned in place or relocated on Railroad's property. B. Upon Railroad's approval of submitted Non -Railroad Facilities plans and specifications, Railroad will attempt to incorporate them into new agreements or supplements of existing agreements with Non -Railroad Facilities owners or operators. Railroad may use its standard terms and conditions, including, without limitation, its standard license fee and administrative charges when requiring supplements or new agreements for Non -Railroad Facilities. Non Railroad Facilities work shall not commence before a supplement or new agreement has been fully executed by Railroad and the Non Railroad Facilities owner or operator, or before Railroad and Political Body mutually agree in writing to supplement this Agreement, or enter into a separate agreement, with terms and conditions covering the Non Railroad Facilities. Section 8. EFFECTIVE DATE; TERM; TERMINATION This Agreement is effective as of the Effective Date first herein written and shall continue in full force and effect for as long as the Roadway remains on the Railroad's property, subject to the abandonment provisions contained in the Easement. Section 9. FUTURE PROJECTS Projects within the Crossing Area involving substantial maintenance, repair, reconstruction, renewal and/or demolition of the Roadway shall not commence until Railroad, CPUC, and Political Body agree on the plans for such future projects, cost allocations, right of entry terms and conditions and temporary construction rights, terms and conditions. Section 10. ASSIGNMENT; SUCCESSORS AND ASSIGNS A. Political Body shall not assign this Agreement without the prior written consent of Railroad. B. Subject to the provisions of Paragraph A above, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of Railroad and Political Body. Section 11. SPECIAL PROVISION A. if the Railroad, in its sole and absolute discretion, reactivates the track at the location of the Crossing Area, Political Body shall cooperate with Railroad to evaluate and implement any improvements necessitated by such reactivation, including without limitation, changes in grade and warning devices, and will enter into separate agreements with Railroad as may be required by Railroad for the construction, cost allocations and continued use of the Roadway. B. In the event the Political Body fails to perform its obligations set forth in this Agreement and the Railroad, in its sole and absolute discretion, determines there is a threat to the continuity of Railroad's operations and/or the safety of the Railroad's personnel, trains, property, facilities, operations and/or the public, Railroad, without any liability to Political Body, and at the expense of the Political Body, may take any and all action it deems reasonably necessary to remediate the threat, protect the road crossing, restore Railroad's operations and to insure the safety of Railroad's personnel, trains, property, facilities and/or operations. C. Political Body's covenants to indemnify under the terms of this Agreement (a) shall not be deemed a waiver of sovereign immunity under the Colorado Governmental Immunity Act ("Act"), (b) shall only be effective to the extent of the limits of the Act as set forth in CRS Section 24-10-114, as those may be amended, (c) shall only be effective if the City's obligation to indemnify or pay costs is insured by the Colorado Intergovernmental Risk Sharing Agency ("CIRSA") or CIRSA's successor as the Political Body's liability carrier. D. This Agreement is expressly made subject to the limitations of the Colorado Constitution, except for any issues involving this Agreement that are preempted by Federal law. To that end, no financial obligation or covenant to indemnify contained herein shall create a debt or multi -year fiscal obligation or an obligation of future appropriations by the Town of Minturn, contrary to Article X, § 20, Colo. Const., or any other constitutional, statutory, or charter debt limitation. As used herein, the term "appropriation" shall mean and include the due adoption of an appropriation ordinance and budget (or similar applicable funding device) which contains an allocation of sufficient funds for the performance of fiscal obligations (other than in connection with a covenant to indemnify) arising under this Agreement. E. Notwithstanding anything to the contrary contained in this Agreement, Railroad agrees and understands that Political Body is relying on and does not relinquish or waive, by any provision of this Agreement, any applicable limitations of liability provided to Political Body by the Act. 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 (Federal Tax ID #94-600.1323) By: Printed Name: Title: TOWN OF MINTURN By: Printed Name: Title: EXHIBIT A TO PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT EXHIBIT A -'I TO PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT EKNMT Aml PART OF THE NW 114, SW 114 AND THE SW 114, NW 114 SECTION 26, TSS, R8 I W, 6TH P.M. MINTURN, COLORADO DESCRIPTION PARCEL DESCRIPTION: A PARCEL OF LAND SITUATED IN A PART OF BOTH THE NW 1/4, SW 1/ 4 AND THE SW 1/ 4, NW 1/ 4, SECTION 26, TOWNSHIP 5 SOUTH, RANGE 81 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A FOUND 2.5" ALUMINUM CAP ON NO.6 REBAR STAMPED LS 37924 AT THE LOCATION OF THE MONUMENT PREVIOUSLY DESCRIBED AS THE "RAIL MONUMENT" FROM WHICH THE C-W 1/ 16TH CORNER OF SAID SECTION 26 BEARS S87049'1I"E 85.40 FEET; THENCE S89°45'25"W (WITH ALL BEARINGS CONTAIN HEREIN BEING BASED) UPON THE MONUMENTED LINE BETWEEN SAID RAIL MONUMENT AND THE MONUMENT MARKING THE WEST QUARTER CORNER OF SAID SECTION 26, BEING A FOUND 2.5" USGLO BRASS CAP ON V IRON PIPE STAMPED PROPERLY, 1942, 127.25 FEET TO THE TRUE POINT OF BEGINNING BEING A POINT ON TAYLOR AVENUE ACCORDING TO THE MINTURN TOWNE HOMES - PHASE 3 FINAL PLAT RECORDED AS RECEPTION NO. 200633401 IN THE OFFICE OF THE EAGLE COUNTY CLERK AND RECORDER; THENCE DEPARTING SAID MONUMENTED LINE AND UPON THE EASTERN LINE OF SAID TAYLOR AVENUE S00°00'31 "E 3.08 FEET; THENCE UPON THE SOUTH LINE OF SAID MINTURN TOWNE HOMES N8905259"E 3.80 FEET; THENCE DEPARTING SAID SOUTH LINE S00009'58"W 44.45 FEET; THENCE 41.59 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 70.00 FEET, AN INTERIOR ANGLE OF 34002'33" AND A CHORD WHICH BEARS S 17° 11' 14"W 40.98 FEET; THENCE S34° 12'31 "W 3.20 FEET; THENCE 54.15 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 75.84 FEET, AN INTERIOR ANGLE OF 40054'22" AND A CHORD WHICH BEARS S5403942"W 53.00 FEET; THENCE S75°06'53"W 45.08 FEET; THENCE 88.41 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 64.04 FEET, AND INTERIOR ANGLE OF 79006'25" AND A CHORD WHICH BEARS N65019'59"W 81.56 FEET TO THE EASTERN BOUNDARY OF LANDS DESCRIBED IN INSTRUMENT RECORDED AS RECEPTION NO.202023567, IN THE OFFICE OF THE EAGLE COUNTY CLERK AND RECORDER BEING A POINT 100 FEET PERPENDICULAR WESTERLY FROM THE CENTERLINE OF THE DENVER AND RIO GRANDE RAILROAD COMPANY'S ORIGINAL MAIN TRACK; THENCE UPON A LINE PARALLEL TO SAID CENTERLINE AND UPON THE WESTERN RAILROAD RIGHT OF WAY N 14048'29"W 100.00 FEET TO A POINT ON SAID MONUMENTED LINE; THENCE UPON SAID MONUMENTED LINE N89045'25"E 27.83 FEET; THENCE DEPARTING SAID MONUMENTED LINE 27.78 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 71.80 FEET, AN INTERIOR ANGLE OF 220 10'11" AND A CHORD WHICH BEARS S3402658"E 27.61 FEET; THENCE S23021'52"E 58.16 FEET; THENCE 25.90 FEET ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 18.20 FEET, AN INTERIOR ANGLE OF 81°31'l5" AND A CHORD WHICH BEARS S64007'30"E 23.77 FEET; THENCE N75°06'53"E 45.08 FEET; THENCE 21.42 FEET ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 30.00 FEET, AN INTERIOR ANGLE OF 40-54,22" AND A CHORD WHICH BEARS N54°39'42"E 20.97 FEET; THENCE N34° 12'31 "E 11.84 FEET; THENCE 17.82 FEET ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 30.00 FEET, AN INTERIOR ANGLE OF 34002'33" AND A CHORD WHICH BEARS N 1701 1'14"E 17.56 FEET; THENCE N00009'58"E 36.82 FEET TO A POINT ON SAID MONUMENTED LINE; THENCE UPON SAID MONUMENTED LINE N89045'25"E 36.19 FEET TO THE TRUE POINT OF BEGINNING, SAID PARCEL CONTAINING 13,200 SQUARE FEET, MORE OR LESS. - pa*p0 RfGlSj 4 �•• N 1, y 4998 ,10-12-23��' Rt u� Matthew S. Slagle PLS 34998 Professional Land Surveyor SLAGLE SURVEY SERVICES P.O. Box 751 Eagle, Colorado 81631 970.471.1499 Office matthew@slaglesurvey.com www.SlaaleSurvey.com Revised Title 70-12-23 MSS EXHIBIT B TO PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT SECTION 1. CONDITIONS AND COVENANTS A. The Railroad makes no covenant or warranty of title for quiet possession or against encumbrances. The Political Body shall not use or permit use of the Crossing Area for any purposes other than those described in this Agreement. Without limiting the foregoing, the Political Body shall not use or permit use of the Crossing Area for railroad purposes, or for gas, oil or gasoline pipelines. Any lines constructed on the Railroad's property by or under authority of the Political Body for the purpose of conveying electric power or communications incidental to the Political Body's use of the property for highway purposes shall be constructed in accordance with specifications and requirements of the Railroad, and in such manner as not adversely to affect communication or signal lines of the Railroad or its licensees now or hereafter located upon said property. No nonparty shall be admitted by the Political Body to use or occupy any part of the Railroad's property without the Railroad's written consent. Nothing herein shall obligate the Railroad to give such consent. B. The Railroad reserves the right to cross the Crossing Area with such railroad tracks as may be required for its convenience or purposes. In the event the Railroad shall place additional tracks upon the Crossing Area, the Political Body shall, at its sole cost and expense, modify the Roadway to conform with all tracks within the Crossing Area. . C. The right hereby granted is subject to any existing encumbrances and rights (whether public or private), recorded or unrecorded, and also to any renewals thereof. The Political Body shall not damage, destroy or interfere with the property or rights of nonparties in, upon or relating to the Railroad's property, unless the Political Body at its own expense settles with and obtains releases from such nonparties. D. The Railroad reserves the right to use and to grant to others the right to use the Crossing Area for any purpose not inconsistent with the right hereby granted, including, but not by way of limitation, the right to construct, reconstruct, maintain, operate, repair, alter, renew and replace tracks, facilities and appurtenances on the property; and the right to cross the Crossing Area with all kinds of equipment. E. INTENTIONALLY OMITTED F. If any property or rights other than the right hereby granted are necessary for the construction, maintenance and use of the Roadway and its appurtenances, the Political Body will acquire all such other property and rights at its own expense and without expense to the Railroad. SECTION 2. INTENTIONALLY OMITTED SECTION 3. INJURY AND DAMAGE TO PROPERTY If the Political Body, in the performance of any work contemplated by this Agreement or by the failure to do or perform anything for which the Political Body is responsible under the provisions of this Agreement, shall injure, damage or destroy any property of the Railroad or of any other person lawfully occupying or using the property of the Railroad, such property shall be replaced or repaired by the Political Body at the Political Body's own expense, or by the Railroad at the expense of the Political Body, and to the satisfaction of the Railroad's Assistant Vice President Engineering -Design. SECTION 4. RAILROAD MAY USE CONTRACTORS TO PERFORM WORK The Railroad may contract for the performance of any of its work by other than the Railroad forces. The Railroad shall notify the Political Body of the contract price within ninety (90) days after it is awarded. Unless the Railroad's work is to be performed on a fixed price basis, the Political Body shall reimburse the Railroad for the amount of the contract. SECTION 5. MAINTENANCE AND REPAIRS A. The Political Body shall, at its own sole expense, maintain, repair, and renew, or cause to be maintained, repaired and renewed, the entire Crossing Area and Roadway, except the portions between the track tie ends, which shall be maintained by and at the expense of the Railroad. B. If, in the future, the Political Body elects to have the surfacing material between the track tie ends, or between tracks if there is more than one railroad track across the Crossing Area, repaired or replaced, the Railroad, at the Political Body's expense, shall install such replacement surfacing. SECTION 6. CHANGES IN GRADE If at any time the Railroad shall elect, or be required by competent authority to, raise or lower the grade of all or any portion of the track(s) located within the Crossing Area, the Political Body shall, at its own expense, conform the Roadway to conform with the change of grade of the trackage. SECTION 7. REARRANGEMENT OF WARNING DEVICES If the change or rearrangement of any warning device installed hereunder is necessitated for public or Railroad convenience or on account of improvements for either the Railroad, highway or both, the parties will apportion the expense incidental thereto between themselves by negotiation, agreement or by the order of a competent authority before the change or rearrangement is undertaken. SECTION 8. SAFETY MEASURES; PROTECTION OF RAILROAD COMPANY OPERATIONS It is understood and recognized that safety and continuity of the Railroad's operations and communications are of the utmost importance; and in order that the same may be adequately safeguarded, protected and assured, and in order that accidents may be prevented and avoided, it is agreed with respect to all of said work of the Political Body that the work will be performed in a safe manner and in conformity with the following standards: A. Definitions. All references in this Agreement to the Political Body shall also include the Contractor and their respective officers, agents and employees, and others acting under its or their authority; and all references in this Agreement to work of the Political Body shall include work both within and outside of the Railroad's property. B. Entry on to Railroad's Property by Political Body. If the Political Body's employees need to enter Railroad's property in order to perform an inspection of the Roadway, minor maintenance or other activities, the Political Body shall first provide at least ten (10) working days advance notice to the Railroad Representative. With respect to such entry on to Railroad's property, the Political Body, to the extent permitted by law, agrees to release, defend and indemnify the Railroad from and against any loss, damage, injury, liability, claim, cost or expense incurred by any person including, without limitation, the Political Body's employees, or damage to any property or equipment (collectively the "Loss") that arises from the presence or activities of Political Body's employees on Railroad's property, except to the extent that any Loss is caused by the sole direct negligence of Railroad. C. Flapping. (i) If the Political Body's employees need to enter Railroad's property as provided in Paragraph B above, the Political Body agrees to notify the Railroad Representative at least thirty (30) working days in advance of proposed performance of any work by Political Body in which any person or equipment will be within twenty-five (25) feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track. No work of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within twenty-five (25) feet of any of Railroad's track(s) at any time, for any reason, unless and until a Railroad flagman is provided to watch for trains. Upon receipt of such thirty (30) day notice, the Railroad Representative will determine and inform Political Body whether a flagman need be present and whether Political Body needs to implement any special protective or safety measures. If flagging or other special protective or safety measures are performed by Railroad, Railroad will bill Political Body for such expenses incurred by Railroad. If Railroad performs any flagging, or other special protective or safety measures are performed by Railroad, Political Body agrees that Political Body is not relieved of any of its responsibilities or liabilities set forth in this Agreement. (ii) The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight -hour day for the class of flagmen used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the work is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between Railroad and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Political Body shall pay on the basis of the new rates and charges. (iii) Reimbursement to Railroad will be required covering the full eight -hour day during which any flagman is furnished, unless the flagman can be assigned to other Railroad work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the flagman is engaged in other Railroad work. Reimbursement will also be required for any day not actually worked by the flagman following the flagman's assignment to work on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by assignment of such flagman to other work, even though Political Body may not be working during such time. When it becomes necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Political Body must provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a flagman. If five (5) days notice of cessation is not given, Political Body will still be required to pay flagging charges for the five (5) day notice period required by union agreement to be given to the employee, even though flagging is not required for that period. An additional thirty (30) days notice must then be given to Railroad if flagging services are needed again after such five day cessation notice has been given to Railroad. D. Compliance With Laws. The Political Body shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work. The Political Body shall use only such methods as are consistent with safety, both as concerns the Political Body, the Political Body's agents and employees, the officers, agents, employees and property of the Railroad and the public in general. The Political Body (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts and regulations. All Federal Railroad Administration regulations shall be followed when work is performed on the Railroad's premises. if any failure by the Political Body to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against the Railroad, the Political Body shall reimburse, and to the extent it may lawfully do so, indemnify the Railroad for any such fine, penalty, cost, or charge, including without limitation attorney's fees, court costs and expenses. The Political Body further agrees in the event of any such action, upon notice thereof being provided by the Railroad, to defend such action free of cost, charge, or expense to the Railroad. E. No Interference or Delays. The Political Body shall not do, suffer or permit anything which will or may obstruct, endanger, interfere with, hinder or delay maintenance or operation of the Railroad's tracks or facilities, or any communication or signal lines, installations or any appurtenances thereof, or the operations of others lawfully occupying or using the Railroad's property or facilities. F. Supervision. The Political Body, at its own expense, shall adequately police and supervise all work to be performed by the Political Body, and shall not inflict injury to persons or damage to property for the safety of whom or of which the Railroad may be responsible, or to property of the Railroad. The responsibility of the Political Body for safe conduct and adequate policing and supervision of the Crossing Area shall not be lessened or otherwise affected by the Railroad's approval of plans and specifications, or by the Railroad's collaboration in performance of any work, or by the presence at the work site of the Railroad's representatives, or by compliance by the Political Body with any requests or recommendations made by such representatives. The Political Body will give due consideration to suggestions and recommendations made by Railroad for the safety and protection of the Railroad's property and operations. G. Suspension of Work. if at any time the Political Body's engineers or the Vice President -Engineering Services of the Railroad or their respective representatives shall be of the opinion that any work of the Political Body is being or is about to be done or prosecuted without due regard and precaution for safety and security, the Political Body shall immediately suspend the work until suitable, adequate and proper protective measures are adopted and provided. H. Removal of Debris. The Political Body shall not cause, suffer or permit material or debris to be deposited or cast upon, or to slide or fall upon any property or facilities of the Railroad; and any such material and debris shall be promptly removed from the Railroad's property by the Political Body at the Political Body's own expense or by the Railroad at the expense of the Political Body. The Political Body shall not cause, suffer or permit any snow to be directly plowed or cast upon the Railroad's property during snow removal from the Crossing Area. I. Explosives. The Political Body shall not discharge any explosives on or in the vicinity of the Railroad's property without the prior consent of the Railroad's Vice President -Engineering Services, which shall not be given if, in the sole discretion of the Railroad's Vice President -Engineering Services, such discharge would be dangerous or would interfere with the Railroad's property or facilities. For the purposes hereof, the "vicinity of the Railroad's property" shall be deemed to be any place on the Railroad's property or in such close proximity to the Railroad's property that the discharge of explosives could cause injury to the Railroad's employees or other persons, or cause damage to or interference with the facilities or operations on the Railroad's property. The Railroad reserves the right to impose such conditions, restrictions or limitations on the transportation, handling, storage, security and use of explosives as the Railroad, in the Railroad's sole discretion, may deem to be necessary, desirable or appropriate. J. Excavation. The Political Body shall not excavate from existing slopes nor construct new slopes which are excessive and may create hazards of slides or falling rock, or impair or endanger the clearance between existing or new slopes and the tracks of the Railroad. The Political Body shall not do or cause to be done any work which will or may disturb the stability of any area or adversely affect the Railroad's tracks or facilities. The Political Body, at its own expense, shall install and maintain adequate shoring and cribbing for all excavation and/or trenching performed by the Political Body in connection with construction, maintenance or other work. The shoring and cribbing shall be constructed and maintained with materials and in a manner approved by the Railroad's Assistant Vice President Engineering - Design to withstand all stresses likely to be encountered, including any stresses resulting from vibrations caused by the Railroad's operations in the vicinity. K. Drainage. The Political Body, at the Political Body's own expense, shall provide and maintain suitable facilities for draining the Roadway and its appurtenances, and shall not suffer or permit drainage water therefrom to flow or collect upon property of the Railroad. The Political Body, at the Political Body's own expense, shall provide adequate passageway for the waters of any streams, bodies of water and drainage facilities (either natural or artificial, and including water from the Railroad's culvert and drainage facilities), so that said waters may not, because of any facilities or work of the Political Body, be impeded, obstructed, diverted or caused to back up, overflow or damage the property of the Railroad or any part thereof, or property of others. The Political Body shall not obstruct or interfere with existing ditches or drainage facilities. L. Notice. Before commencing any work, the Political Body shall provide the advance notice to the Railroad that is required under the Contractor's Right of Entry Agreement. M. Fiber Optic Cables. Fiber optic cable systems may be buried on the Railroad's property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. Political Body shall telephone the Railroad during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday, except holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency calls) to determine if fiber optic cable is buried anywhere on the Railroad's premises to be used by the Political Body. If it is, Political Body will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the Railroad's premises. SECTION 9. INTERIM WARNING DEVICES If at anytime it is determined by a competent authority, by the Political Body, or by agreement between the parties, that new or improved train activated warning devices should be installed at the Crossing Area, the Political Body shall install adequate temporary warning devices or signs and impose appropriate vehicular control measures to protect the motoring public until the new or improved devices have been installed. SECTION 10. OTHER RAILROADS All protective and indemnifying provisions of this Agreement shall inure to the benefit of the Railroad and any other railroad company lawfully using the Railroad's property or facilities. SECTION 11. INTENTIONALLY OMITTED SECTION 12. REMEDIES FOR BREACH OR NONUSE A. If the Political Body shall fail, refuse or neglect to perform and abide by the terms of this Agreement, the Railroad, in addition to any other rights and remedies, may perform any work which in the judgment of the Railroad is necessary to place the Roadway and appurtenances in such condition as will not menace, endanger or interfere with the Railroad's facilities or operations or jeopardize the Railroad's employees; and the Political Body will reimburse the Railroad for the expenses thereof. B. Nonuse by the Political Body of the Crossing Area for public highway purposes continuing at any time for a period of eighteen (18) months shall, at the option of the Railroad, work a termination of this Agreement and of all rights of the Political Body hereunder. C. The Political Body will surrender peaceable possession of the Crossing Area and Roadway upon termination of this Agreement. Termination of this Agreement shall not affect any rights, obligations or liabilities of the parties, accrued or otherwise, which may have arisen prior to termination. SECTION 13. MODIFICATION - ENTIRE AGREEMENT No waiver, modification or amendment of this Agreement shall be of any force or effect unless made in writing, signed by the Political Body and the Railroad and specifying with particularity the nature and extent of such waiver, modification or amendment. Any waiver by the Railroad of any default by the Political Body shall not affect or impair any right arising from any subsequent default. This Agreement and Exhibits attached hereto and made a part hereof constitute the entire understanding between the Political Body and the Railroad and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral, with respect to the work or any part thereof. EXHIBIT C TO PUBLIC HIGHWAY AT GRADE CROSSING AGREEMENT FORM OF EASEMENT DEED RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: Town of Minturn Attn: Town Manager 301 Boulder Street, #309 Minturn, Colorado 81645 EASEMENT DEED (Space Above for Recorder's Use Only) 3185-10 THIS EASEMENT DEED is made this day of , 2023, between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Grantor"), and the TOWN OF MINTURN, a municipal corporation or political subdivision of the State of Colorado to be addressed at 301 Boulder St., #309, Minturn, Colorado 81645 ("Grantee"). Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, to it paid by Grantee, the receipt whereof is hereby confessed and acknowledged, grants to Grantee, its successors and assigns, a non- exclusive easement ("Easement"), for the sole purposes of constructing, using, maintaining, repairing, renewing and reconstructing an at -grade public road crossing over Railroad Avenue, on, along and across DOT No. 253531 V at Railroad's Milepost 301.66 on Railroad's Tennessee Pass Subdivision (the "Roadway"), including any sidewalks adjacent or related thereto, located at or near Minturn, Eagle County, Colorado, as described and depicted in Exhibit A, attached and by reference made a part hereof (the "Easement Area"). The Easement is granted for the purposes described above only. Without limitation of the foregoing, this grant does not include the right to install utilities of any nature, including, without limitation, fiber optic, cable television, electrical, gas or liquid distribution, or telephone lines. Grantor, its successors and assigns, reserves the right to construct and to maintain at any and all times railroad tracks and appurtenances, fiber optic or signal lines and facilities, pipe, telephone, and electric pole and wire lines, over, under and across the Easement Area, but in such a way as to not unreasonably interfere with Grantee's use of the Easement; it being understood that the rights so reserved by Grantor, its successors and assigns, are retained along with the general right of Grantor, its successors and assigns, to use of the Easement Area for any purpose not inconsistent with Grantee's use of the Easement, including but not limited to any and all general railroad purposes. The Easement is granted subject to the terms and conditions contained in the separate Public Highway At -Grade Crossing Agreement dated , 2023, as signed by Grantor and Grantee, and is also subject to all outstanding leases, licenses and other outstanding rights, including, without limitation, those for pipe, telephone, electric and fiber optic lines and the right of renewals and extensions of the same, and subject also to all conditions, limitations, restrictions, encumbrances, reservations or interests of any person that may affect the Easement Area, whether recorded or unrecorded. The Easement is also limited to such rights as Grantor may have in the Easement Area and is granted without warranty, express or implied. No damages shall be recoverable from Grantor because of any dispossession of Grantee or because of failure of, or defect in, Grantor's title. If Grantee, its successors or assigns, abandons the Easement Area or any portion of the Easement Area, the Easement will cease and terminate with respect to the portion of the Easement Area so abandoned, and the title to the Easement Area will be freed from the burden of the Easement. Nonuse of the Easement Area or any portion thereof, for public highway purposes continuing at any time for a period of eighteen (18) months will be deemed an abandonment of the Easement Area or portion thereof not used. (Signature Pages to Follow) Grantor and Grantee have caused this Easement to be executed as of the date first herein written. Attest: Assistant Secretary STATE OF NEBRASKA ) ss. COUNTY OF DOUGLAS UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: Printed Name: Chris D. Goble Title: Assistant Vice President -- Real Estate The foregoing instrument was acknowledged before me this day of , 2023, by Chris D. Goble and , Assistant Vice President — Real Estate and Assistant Secretary of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, on behalf of the corporation. WITNESS my hand and official seal. (Seal) Notary Public Grantor and Grantee have caused this Easement to be executed as of the date first herein written. TOWN OF MINTURN, a municipal corporation or political subdivision of the State of Colorado By: Printed Title: ATTEST: Jay Brunvand, Town Clerk STATE OF COLORADO } } ss. COUNTY OF EAGLE ) Name: On , 2023, before me, , Notary Public in and for the State of Colorado, personally appeared who is the of the TOWN OF MINTURN, and who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to in the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her 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. (Seal) Notary Public EXHIBIT A TO FORM OF EASEMENT DEED LEGAL DESCRIPTION OF EASEMENT AREA (TO BE ATTACHED) EXHIBIT 5 FORM OF PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT FOR THE EAGLE COUNTY ROAD 13 CROSSING (TO BE ATTACHED) UP Real Estate Folder No.: 3286-25 Audit Number PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT EAGLE COUNTY ROAD 14 DOT NUMBER 253532C MILE POST 302.93, TENNESSEE PASS SUBDIVISION EAGLE COUNTY, COLORADO THIS AGREEMENT ("Agreement") is made and entered into as of the day of , 202_ ("Effective Date"), by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, to be addressed at 1400 Douglas Street, Mail Stop 1690, Omaha, Nebraska 68179, Attn: Real Estate Department ("Railroad"), and the TOWN OF MINTURN, a municipal corporation or political subdivision of the State of Colorado to be addressed at 301 Boulder St., #309, Minturn, Colorado 81645 ("Political Body"). RECITALS: Railroad and Political Body desire to document the Political Body's use of an existing at -grade public crossing wherein vehicular traffic on Eagle County Road 14 traverse on, along and across Railroad's property at Railroad's Mile Post 302.93, DOT Number 253532C, on Railroad's Tennessee Pass Subdivision at or near Minturn, Eagle County, Colorado (the "Crossing Area"). The Crossing Area is shown on the print marked Exhibit A and described in the legal description marked Exhibit A-1 with each exhibit being attached hereto and hereby made a part hereof. The portion of the public crossing located within the Crossing Area on Railroad's property is the "Roadway". AGREEMENT: NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows: Section 1. EXHIBIT B The general terms and conditions marked Exhibit B are attached hereto and hereby made a part hereof. Section 2. GRANT OF EASEMENT Upon completion of the execution of this Agreement, the Railroad shall execute and deliver to the Political Body a nonexclusive easement in the form Easement Deed marked Exhibit C, attached hereto and hereby made a part hereof, for the property described and shown on Exhibit A and Exhibit A-1, for the sole purposes of constructing, using, maintaining, repairing, renewing and reconstructing the Roadway and sidewalks located within the Crossing Area. Section 3. DEFINITION OF CONTRACTOR For purposes of this Agreement the term "Contractor" shall mean the contractor or contractors hired by the Political Body to perform any work on any portion of the Railroad's property and shall also include the Contractor's subcontractors and the Contractor's and subcontractor's respective employees, officers and agents, and others acting under its or their authority. Section 4. CONTRACTOR'S RIGHT OF ENTRY AGREEMENT - INSURANCE A. Prior to Contractor performing any work within the Crossing Area, including maintenance and repair work, the Political Body shall require the Contractor to: • Execute the Railroad's then current Contractor's Right of Entry Agreement; • Obtain the then current insurance required in the Contractor's Right of Entry Agreement; and • Provide such insurance policies, certificates, binders and/or endorsements to the Railroad. B. If the Political Body's own employees will be performing any maintenance or repair work, the Political Body may self -insure all or a portion of the insurance coverage subject to the Railroad's prior review and approval. Section 5. WORK TO BE PERFORMED BY RAILROAD; BILLING SENT TO POLITICAL BODY; POLITICAL BODY'S PAYMENT OF BILLS If Railroad, in its sole and absolute discretion, determines there is a threat to the continuity of Railroad's operations and/or the safety of the Railroad's personnel, trains, property, facilities, operations and/or the public and, in connection with such threat, Railroad performs any work, or as may otherwise be requested by Political Body to perform any work, Political Body agrees to reimburse the Railroad within thirty (30) days of its receipt of billing from the Railroad for one hundred .percent (100%) of all actual costs incurred by the Railroad in connection with such work, including, but not limited to, all actual costs of engineering review, inspection, flagging (unless flagging costs are to be billed directly to the Contractor), procurement of materials, equipment rental, manpower and deliveries to the job site and all direct and indirect overhead labor/construction costs including Railroad's standard additive rates. Section 6. CONDITIONS TO BE MET BEFORE POLITICAL BODY AND/OR CONTRACTOR CAN COMMENCE WORK Neither the Political Body nor the Contractor may commence any work within the Crossing Area or on any other Railroad property until: (i) The Railroad and Political Body have executed this Agreement. (ii) The Railroad and Colorado Public Utilities Commission ("CPUC") has provided to Political Body the Railroad's and CPUC's written approval of the Political Body's plans and specifications for any work to be performed within the Crossing Area. (iii) Each Contractor has executed Railroad's Contractor's Right of Entry Agreement and has obtained and/or provided to the Railroad the insurance policies, certificates, binders, and/or endorsements required under the Contractor's Right of Entry Agreement. (iv) Each Contractor has given the advance notice(s) required under the Contractor's Right of Entry Agreement to the Railroad representative named in the Contactor's Right of Entry Agreement. Section 7. NON -RAILROAD IMPROVEMENTS A. Submittal of plans and specifications for protecting, encasing, reinforcing, relocation, replacing, removing and abandoning in place all non -railroad owned facilities (the "Non Railroad Facilities") including, without limitation, utilities, fiber optics, pipelines, wirelines, communication lines and fences is required. The Non -Railroad Facilities plans and specifications shall comply with Railroad's standard specifications and requirements, including, without limitation, American Railway Engineering and Maintenance -of -Way Association ("AREMA") standards and guidelines. Railroad has no obligation to supply additional land for any Non Railroad Facilities and does not waive its right to assert preemption defenses, challenge the right -to -take, or pursue compensation in any condemnation action, regardless if the submitted Non Railroad Facilities plans and specifications comply with Railroad's standard specifications and requirements. Railroad has no obligation to permit any Non -Railroad Facilities to be abandoned in place or relocated on Railroad's property. B. Upon Railroad's approval of submitted Non -Railroad Facilities plans and specifications, Railroad will attempt to incorporate them into new agreements or supplements of existing agreements with Non -Railroad Facilities owners or operators. Railroad may use its standard terms and conditions, including, without limitation, its standard license fee and administrative charges when requiring supplements or new agreements for Non -Railroad Facilities. Non Railroad Facilities work shall not commence before a supplement or new agreement has been fully executed by Railroad and the Non Railroad Facilities owner or operator, or before Railroad and Political Body mutually agree in writing to supplement this Agreement, or enter into a separate agreement, with terms and conditions covering the Non Railroad Facilities. Section 8. EFFECTIVE DATE; TERM; TERMINATION This Agreement is effective as of the Effective Date first herein written and shall continue in full force and effect for as long as the Roadway remains on the Railroad's property, subject to the abandonment provisions contained in the Easement. Section 9. FUTURE PROJECTS Projects within the Crossing Area involving substantial maintenance, repair, reconstruction, renewal and/or demolition of the Roadway shall not commence until Railroad and Political Body agree on the plans for such future projects, cost allocations, right of entry terms and conditions and temporary construction rights, terms and conditions. Section 10. ASSIGNMENT; SUCCESSORS AND ASSIGNS A. Political Body shall not assign this Agreement without the prior written consent of Railroad. B. Subject to the provisions of Paragraph A above, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of Railroad and Political Body. Section 11. SPECIAL PROVISION A. If the Railroad, in its sole and absolute discretion, reactivates the track at the location of the Crossing Area, Political Body shall cooperate with Railroad to evaluate and implement any improvements necessitated by such reactivation, including without limitation, changes in grade and warning devices, and will enter into separate agreements with Railroad as may be required by Railroad for the construction, cost allocations and continued use of the Roadway. B. In the event the Political Body fails to perform its obligations set forth in this Agreement and the Railroad, in its sole and absolute discretion, determines there is a threat to the continuity of Railroad's operations and/or the safety of the Railroad's personnel, trains, property, facilities, operations and/or the public, Railroad, without any liability to Political Body, and at the expense of the Political Body, may take any and all action it deems reasonably necessary to remediate the threat, protect the road crossing, restore Railroad's operations and to insure the safety of Railroad's personnel, trains, property, facilities and/or operations. C. Political Body's covenants to indemnify under the terms of this Agreement (a) shall not be deemed a waiver of sovereign immunity under the Colorado Governmental Immunity Act ("Act"), (b) shall only be effective to the extent of the limits of the Act as set forth in CRS Section 24-1 0-114, as those may be amended, (c) shall only be effective if the City's obligation to indemnify or pay costs is insured by the Colorado Intergovernmental Risk Sharing Agency ("CIRSA") or CIRSA's successor as the Political Body's liability carrier. D. This Agreement is expressly made subject to the limitations of the Colorado Constitution, except for any issues involving this Agreement that are preempted by Federal law. To that end, no financial obligation or covenant to indemnify contained herein shall create a debt or multi -year fiscal obligation or an obligation of future appropriations by the Town of Minturn, contrary to Article X, § 20, Colo. Const., or any other constitutional, statutory, or charter debt limitation. As used herein, the term "appropriation" shall mean and include the due adoption of an appropriation ordinance and budget (or similar applicable funding device) which contains an allocation of sufficient funds for the performance of fiscal obligations (other than in connection with a covenant to indemnify) arising under this Agreement. E. Notwithstanding anything to the contrary contained in this Agreement, Railroad agrees and understands that Political Body is relying on and does not relinquish orwaive, by any provision of this Agreement, any applicable limitations of liability provided to Political Body by the Act. 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 (Federal Tax ID #94-6001323) By: Printed Title: Name: TOWN OF MINTURN By: Printed Name: Title: EXHIBIT A TO PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT EXHIBIT A-1 TO PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT PART OF THE SW 114, NE 114, SECTION 22, T5S, R81 W, 6TH P.M. EAGLE COUNTY, COLORADO PARCEL DESCRIPTION: A PARCEL OF LAND, FIFTY FEET IN WIDTH, SITUATED IN A PART OF THE SW 1/ 4 NE 1/ 4 SECTION 22, TOWNSHIP 5 SOUTH, RANGE 81 WEST OF THE 6th PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF COLORADO, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER SAID SECTION 22, FROM WHICH THE WEST I/ 16TH CORNER SECTION 23 AND 26, T5S, R81 W, OF THE 6TH P.M. BEARS, AND ALL BEARINGS CONTAINED HEREIN BEING BASED UPON, S89°57'12"E; THENCE N34°49'55"W 3631.48 FEET TO A POINT ON THE RIGHT-OF-WAY OF THE UNION PACIFIC RAILROAD SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID RIGHT-OF-WAY N43°58'41"W 50.01 FEET; THENCE DEPARTING SAID RIGHT-OF-WAY N44°55'46"E 41.10 FEET; THENCE 61.04 FEET ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 125.00 FEET, AN INTERIOR ANGLE OF 27°58'41" AND A CHORD WHICH BEARS N58055'06"E 60.43 FEET TO A POINT ON SAID RIGHT-OF-WAY; THENCE ALONG SAID RIGHT-OF-WAY S43°58'41"E 62.20 FEET; THENCE DEPARTING SAID RIGHT-OF-WAY 65.45 FEET ALONG THE ARC OF A NON -TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 75.00 FEET, AN INTERIOR ANGLE OF 50000-11" AND A CHORD WHICH BEARS S69055'5 I "W 63.40 FEET; THENCE S44°55'46"W 42.05 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 5,197 SQUARE FEET, PLUS OR MINUS. Matthew S. Slagle PLS 34998 Professional Land Surveyor SLAGLE SURVEY SERVICES P.O. Box 751 Eagle, Colorado 81631 970.471.1499 Office matthew@slaglesurvey.com www.SlaeleSurvev.com Revised Title 10-12-23 MSS PART OF THE SW 114, NE 1 /4, SECTION 22, T5S, R81 W, 6TH P.M. EAGLE COUNTY, COLORADO sheM LS TO AVON R=125.00 L=61.04 T=31.14 CD=N58'55'06"E CH=60.43 D=27'58'41 I / �S 00,•A�• 6' SCR O- 00 r7 Rc T= 34.98 `ITS 'O7` CD=S69'55'51 "W CH=63.40 D=50'00'11" TO MINTURN POINT OF TQ BEGINNING 70, ss, pd FOUND SURVEY MONUMENT BASIS OF BEARINGS J SE CORNER SEC 22 S89'57'12"E 1384.80' T5S R81W 6TH PM 2.5" USGLO BRASS CAP ON 1" PIPE — STAMPED 1942 FOUND SURVEY MONUMENT (LOCATED BASE OF LEANING PIPE) W 1/16TH SEC 26 / 23 T5S R81W 2.5" BRASS D.O.A. CAP IN STONE STAMPED LS 7235 Matthew S. Slagle PLS 34998 Professional Land Surveyor SLAGLE SURVEY SERVICES P.O. Box 751 Eagle, Colorado 81631 970.471.1499 Office mafthew@siaglesurvey.com EXHIBIT B TO PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT SECTION 1. CONDITIONS AND COVENANTS A. The Railroad makes no covenant or warranty of title for quiet possession or against encumbrances. The Political Body shall not use or permit use of the Crossing Area for any purposes other than those described in this Agreement. Without limiting the foregoing, the Political Body shall not use or permit use of the Crossing Area for railroad purposes, or for gas, oil or gasoline pipelines. Any lines constructed on the Railroad's property by or under authority of the Political Body for the purpose of conveying electric power or communications incidental to the Political Body's use of the property for highway purposes shall be constructed in accordance with specifications and requirements of the Railroad, and in such manner as not adversely to affect communication or signal lines of the Railroad or its licensees now or hereafter located upon said property. No nonparty shall be admitted by the Political Body to use or occupy any part of the Railroad's property without the Railroad's written consent. Nothing herein shall obligate the Railroad to give such consent. B. The Railroad reserves the right to cross the Crossing Area with such railroad tracks as may be required for its convenience or purposes. In the event the Railroad shall place additional tracks upon the Crossing Area, the Political Body shall, at its sole cost and expense, modify the Roadway to conform with all tracks within the Crossing Area. C. The right hereby granted is subject to any existing encumbrances and rights (whether public or private), recorded or unrecorded, and also to any renewals thereof. The Political Body shall not damage, destroy or interfere with the property or rights of nonparties in, upon or relating to the Railroad's property, unless the Political Body at its own expense settles with and obtains releases from such nonparties. D. The Railroad reserves the right to use and to grant to others the right to use the Crossing Area for any purpose not inconsistent with the right hereby granted, including, but not by way of limitation, the right to construct, reconstruct, maintain, operate, repair, alter, renew and replace tracks, facilities and appurtenances on the property; and the right to cross the Crossing Area with all kinds of equipment. E. INTENTIONALLY OMITTED F. If any property or rights other than the right hereby granted are necessary for the construction, maintenance and use of the Roadway and its appurtenances, the Political Body will acquire all such other property and rights at its own expense and without expense to the Railroad. SECTION 2. INTENTIONALLY OMITTED SECTION 3. INJURY AND DAMAGE TO PROPERTY If the Political Body, in the performance of any work contemplated by this Agreement or by the failure to do or perform anything for which the Political Body is responsible under the provisions of this Agreement, shall injure, damage or destroy any property of the Railroad or of any other person lawfully occupying or using the property of the Railroad, such property shall be replaced or repaired by the Political Body at the Political Body's own expense, or by the Railroad at the expense of the Political Body, and to the satisfaction of the Railroad's Assistant Vice President Engineering -Design. SECTION 4. RAILROAD MAY USE CONTRACTORS TO PERFORM WORK The Railroad may contract for the performance of any of its work by other than the Railroad forces. The Railroad shall notify the Political Body of the contract price within ninety (90) days after it is awarded. Unless the Railroad's work is to be performed on a fixed price basis, the Political Body shall reimburse the Railroad for the amount of the contract. SECTION 5. MAINTENANCE AND REPAIRS A. The Political Body shall, at its own sole expense, maintain, repair, and renew, or cause to be maintained, repaired and renewed, the entire Crossing Area and Roadway, except the portions between the track tie ends, which shall be maintained by and at the expense of the Railroad. B. If, in the future, the Political Body elects to have the surfacing material between the track tie ends, or between tracks if there is more than one railroad track across the Crossing Area, repaired or replaced, the Railroad, at the Political Body's expense, shall install such replacement surfacing. SECTION 6. CHANGES IN GRADE If at any time the Railroad shall elect, or be required by competent authority to, raise or lower the grade of all or any portion of the track(s) located within the Crossing Area, the Political Body shall, at its own expense, conform the Roadway to conform with the change of grade of the trackage. SECTION 7. REARRANGEMENT OF WARNING DEVICES If the change or rearrangement of any warning device installed hereunder is necessitated for public or Railroad convenience or on account of improvements for either the Railroad, highway or both, the parties will apportion the expense incidental thereto between themselves by negotiation, agreement or by the order of a competent authority before the change or rearrangement is undertaken. SECTION 8. SAFETY MEASURES; PROTECTION OF RAILROAD COMPANY OPERATIONS It is understood and recognized that safety and continuity of the Railroad's operations and communications are of the utmost importance; and in order that the same may be adequately safeguarded, protected and assured, and in order that accidents may be prevented and avoided, it is agreed with respect to all of said work of the Political Body that the work will be performed in a safe manner and in conformity with the following standards: A. Definitions. All references in this Agreement to the Political Body shall also include the Contractor and their respective officers, agents and employees, and others acting under its or their authority; and all references in this Agreement to work of the Political Body shall include work both within and outside of the Railroad's property. B. Entry on to Railroad's Property by Political Body. If the Political Body's employees need to enter Railroad's property in order to perform an inspection of the Roadway, minor maintenance or other activities, the Political Body shall first provide at least ten (10) working days advance notice to the Railroad Representative. With respect to such entry on to Railroad's property, the Political Body, to the extent permitted by law, agrees to release, defend and indemnify the Railroad from and against any loss, damage, injury, liability, claim, cost or expense incurred by any person including, without limitation, the Political Body's employees, or damage to any property or equipment (collectively the "Loss") that arises from the presence or activities of Political Body's employees on Railroad's property, except to the extent that any Loss is caused by the sole direct negligence of Railroad. C. Flapping. (i) If the Political Body's employees need to enter Railroad's property as provided in Paragraph B above, the Political Body agrees to notify the Railroad Representative at least thirty (30) working days in advance of proposed performance of any work by Political Body in which any person or equipment will be within twenty-five (25) feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track. No work of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within twenty-five (25) feet of any of Railroad's track(s) at any time, for any reason, unless and until a Railroad flagman is provided to watch for trains. Upon receipt of such thirty (30) day notice, the Railroad Representative will determine and inform Political Body whether a flagman need be present and whether Political Body needs to implement any special protective or safety measures. If flagging or other special protective or safety measures are performed by Railroad, Railroad will bill Political Body for such expenses incurred by Railroad. If Railroad performs any flagging, or other special protective or safety measures are performed by Railroad, Political Body agrees that Political Body is not relieved of any of its responsibilities or liabilities set forth in this Agreement. (ii) The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight -hour day for the class of flagmen used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the wcrk is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between Railroad and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Political Body shall pay on the basis of the new rates and charges. (iii) Reimbursement to Railroad will be required covering the full eight -hour day during which any flagman is furnished, unless the flagman can be assigned to other Railroad work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the flagman is engaged in other Railroad work. Reimbursement will also be required for any day not actually worked by the flagman following the flagman's assignment to work on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by assignment of such flagman to other work, even though Political Body may not be working during such time. When it becomes necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Political Body must provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a flagman. If five (5) days notice of cessation is not given, Political Body will still be required to pay flagging charges for the five (5) day notice period required by union agreement to be given to the employee, even though flagging is not required for that period. An additional thirty (30) days notice must then be given to Railroad if flagging services are needed again after such five day cessation notice has been given to Railroad. D. Compliance With Laws. The Political Body shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work. The Political Body shall use only such methods as are consistent with safety, both as concerns the Political Body, the Political Body's agents and employees, the officers, agents, employees and property of the Railroad and the public in general. The Political Body (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts and regulations. All Federal Railroad Administration regulations shall be followed when work is performed on the Railroad's premises. If any failure by the Political Body to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against the Railroad, the Political Body shall reimburse, and to the extent it may lawfully do so, indemnify the Railroad for any such fine, penalty, cost, or charge, including without limitation attorney's fees, court costs and expenses. The Political Body further agrees in the event of any such action, upon notice thereof being provided by the Railroad, to defend such action free of cost, charge, or expense to the Railroad. E. No Interference or Delays. The Political Body shall not do, suffer or permit anything which will or may obstruct, endanger, interfere with, hinder or delay maintenance or operation of the Railroad's tracks or facilities, or any communication or signal lines, installations or any appurtenances thereof, or the operations of others lawfully occupying or using the Railroad's property or facilities. F. Supervision. The Political Body, at its own expense, shall adequately police and supervise all work to be performed by the Political Body, and shall not inflict injury to persons or damage to property for the safety of whom or of which the Railroad may be responsible, or to property of the Railroad. The responsibility of the Political Body for safe conduct and adequate policing and supervision of the Crossing Area shall not be lessened or otherwise affected by the Railroad's approval of plans and specifications, or by the Railroad's collaboration in performance of any work, or by the presence at the work site of the Railroad's representatives, or by compliance by the Political Body with any requests or recommendations made by such representatives. The Political Body will give due consideration to suggestions and recommendations made by Railroad for the safety and protection of the Railroad's property and operations. G. Suspension of Work. If at any time the Political Body's engineers or the Vice President -Engineering Services of the Railroad or their respective representatives shall be of the opinion that any work of the Political Body is being or is about to be done or prosecuted without due regard and precaution for safety and security, the Political Body shall immediately suspend the work until suitable, adequate and proper protective measures are adopted and provided. H. Removal of Debris. The Political Body shall not cause, suffer or permit material or debris to be deposited or cast upon, or to slide or fall upon any property or facilities of the Railroad; and any such material and debris shall be promptly removed from the Railroad's property by the Political Body at the Political Body's own expense or by the Railroad at the expense of the Political Body. The Political Body shall not cause, suffer or permit any snow to be directly plowed or cast upon the Railroad's property during snow removal from the Crossing Area. 1. Explosives. The Political Body shall not discharge any explosives on or in the vicinity of the Railroad's property without the prior consent of the Railroad's Vice President -Engineering Services, which shall not be given if, in the sole discretion of the Railroad's Vice President -Engineering Services, such discharge would be dangerous or would interfere with the Railroad's property or facilities. For the purposes hereof, the "vicinity of the Railroad's property" shall be deemed to be any place on the Railroad's property or in such close proximity to the Railroad's property that the discharge of explosives could cause injury to the Railroad's employees or other persons, or cause damage to or interference with the facilities or operations on the Railroad's property. The Railroad reserves the right to impose such conditions, restrictions or limitations on the transportation, handling, storage, security and use of explosives as the Railroad, in the Railroad's sole discretion, may deem to be necessary, desirable or appropriate. J. Excavation. The Political Body shall not excavate from existing slopes nor construct new slopes which are excessive and may create hazards of slides or falling rock, or impair or endanger the clearance between existing or new slopes and the tracks of the Railroad. The Political Body shall not do or cause to be done any work which will or may disturb the stability of any area or adversely affect the Railroad's tracks or facilities. The Political Body, at its own expense, shall install and maintain adequate shoring and cribbing for all excavation and/or trenching performed by the Political Body in connection with construction, maintenance or other work. The shoring and cribbing shall be constructed and maintained with materials and in a manner approved by the Railroad's Assistant Vice President Engineering - Design to withstand all stresses likely to be encountered, including any stresses resulting from vibrations caused by the Railroad's operations in the vicinity. K. Drainage. The Political Body, at the Political Body's own expense, shall provide and maintain suitable facilities for draining the Roadway and its appurtenances, and shall not suffer or permit drainage water therefrom to flow or collect upon property of the Railroad. The Political Body, at the Political Body's own expense, shall provide adequate passageway for the waters of any streams, bodies of water and drainage facilities (either natural or artificial, and including water from the Railroad's culvert and drainage facilities), so that said waters may not, because of any facilities or work of the Political Body, be impeded, obstructed, diverted or caused to back up, overflow or damage the property of the Railroad or any part thereof, or property of others. The Political Body shall not obstruct or interfere with existing ditches or drainage facilities. L. Notice. Before commencing any work, the Political Body shall provide the advance notice to the Railroad that is required under the Contractor's Right of Entry Agreement. M. Fiber Optic Cables. Fiber optic cable systems may be buried on the Railroad's property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. Political Body shall telephone the Railroad during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday, except holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency calls) to determine if fiber optic cable is buried anywhere on the Railroad's premises to be used by the Political Body. If it is, Political Body will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the Railroad's premises. SECTION 9. INTERIM WARNING DEVICES If at anytime it is determined by a competent authority, by the Political Body, or by agreement between the parties, that new or improved train activated warning devices should be installed at the Crossing Area, the Political Body shall install adequate temporary warning devices or signs and impose appropriate vehicular control measures to protect the motoring public until the new or improved devices have been installed. SECTION 10. OTHER RAILROADS All protective and indemnifying provisions of this Agreement shall inure to the benefit of the Railroad and any other railroad company lawfully using the Railroad's property or facilities. SECTION 11. INTENTIONALLY OMITTED SECTION 12. REMEDIES FOR BREACH OR NONUSE A. If the Political Body shall fail, refuse or neglect to perform and abide by the terms of this Agreement, the Railroad, in addition to any other rights and remedies, may perform any work which in the judgment of the Railroad is necessary to place the Roadway and appurtenances in such condition as will not menace, endanger or interfere with the Railroad's facilities or operations or jeopardize the Railroad's employees; and the Political Body will reimburse the Railroad for the expenses thereof. B. Nonuse by the Political Body of the Crossing Area for public highway purposes continuing at any time for a period of eighteen (18) months shall, at the option of the Railroad, work a termination of this Agreement and of all rights of the Political Body hereunder. C. The Political Body will surrender peaceable possession of the Crossing Area and Roadway upon termination of this Agreement. Termination of this Agreement shall not affect any rights, obligations or liabilities of the parties, accrued or otherwise, which may have arisen prior to termination. SECTION 13. MODIFICATION - ENTIRE AGREEMENT No waiver, modification or amendment of this Agreement shall be of any force or effect unless made in writing, signed by the Political Body and the Railroad and specifying with particularity the nature and extent of such waiver, modification or amendment. Any waiver by the Railroad of any default by the Political Body shall not affect or impair any right arising from any subsequent default. This Agreement and Exhibits attached hereto and made a part hereof constitute the entire understanding between the Political Body and the Railroad and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral, with respect to the work or any part thereof. EXHIBIT C TO PUBLIC HIGHWAY AT GRADE CROSSING AGREEMENT FORM OF EASEMENT DEED RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: Town of Minturn Attn: Town Manager 301 Boulder Street, #309 Minturn, Colorado 81645 EASEMENT DEED (Space Above for Recorder's Use Only) 3286-25 THIS EASEMENT DEED is made this day of , 2023, between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Grantor"), and the TOWN OF MINTURN, a municipal corporation or political subdivision of the State of Colorado to be addressed at 301 Boulder St., #309, Minturn, Colorado 81645 ("Grantee"). Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, to it paid by Grantee, the receipt whereof is hereby confessed and acknowledged, grants to Grantee, its successors and assigns, a non- exclusive easement ("Easement"), for the sole purposes of constructing, using, maintaining, repairing, renewing and reconstructing an at -grade public road crossing over Eagle County Road 14, on, along and across DOT No. 253532C at Railroad's Milepost 302.93 on Railroad's Tennessee Pass Subdivision (the "Roadway"), including any sidewalks adjacent or related thereto, located at or near Minturn, Eagle County, Colorado, as described and depicted in Exhibit A, attached and by reference made a part hereof (the "Easement Area"). The Easement is granted for the purposes described above only. Without limitation of the foregoing, this grant does not include the right to install utilities of any nature, including, without limitation, fiber optic, cable television, electrical, gas or liquid distribution, or telephone lines. Grantor, its successors and assigns, reserves the right to construct and to maintain at any and all times railroad tracks and appurtenances, fiber optic or signal lines and facilities, pipe, telephone, and electric pole and wire lines, over, under and across the Easement Area, but in such a way as to not unreasonably interfere with Grantee's use of the Easement; it being understood that the rights so reserved by Grantor, its successors and assigns, are retained along with the general right of Grantor, its successors and assigns, to use of the Easement Area for any purpose not inconsistent with Grantee's use of the Easement, including but not limited to any and all general railroad purposes. The Easement is granted subject to the terms and conditions contained in the separate Public Highway At -Grade Crossing Agreement dated , 2023, as signed by Grantor and Grantee, and is also subject to all outstanding leases, licenses and other outstanding rights, including, without limitation, those for pipe, telephone, electric and fiber optic lines and the right of renewals and extensions of the same, and subject also to all conditions, limitations, restrictions, encumbrances, reservations or interests of any person that may affect the Easement Area, whether recorded or unrecorded. The Easement is also limited to such rights as Grantor may have in the Easement Area and is granted without warranty, express or implied. No damages shall be recoverable from Grantor because of any dispossession of Grantee or because of failure of, or defect in, Grantor's title. If Grantee, its successors or assigns, abandons the Easement Area or any portion of the Easement Area, the Easement will cease and terminate with respect to the portion of the Easement Area so abandoned, and the title to the Easement Area will be freed from the burden of the Easement. Nonuse of the Easement Area or any portion thereof, for public highway purposes continuing at any time for a period of eighteen (18) months will be deemed an abandonment of the Easement Area or portion thereof not used. (Signature Pages to Follow) Grantor and Grantee have caused this Easement to be executed as of the date first herein written. Attest: Assistant Secretary STATE OF NEBRASKA ) ss. COUNTY OF DOUGLAS UNION PACIFIC RAILROAD COMPANY, a Delaware corporation By: Printed Name: Chris D. Goble Title: Assistant Vice President — Real Estate The foregoing instrument was acknowledged before me this day of 2023, by Chris D. Goble and , Assistant Vice President — Real Estate and Assistant Secretary of UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, on behalf of the corporation. WITNESS my hand and official seal. (Seal) Notary Public Grantor and Grantee have caused this Easement to be executed as of the date first herein written. TOWN OF MINTURN, a municipal corporation or political subdivision of the State of Colorado By: Printed Name: Title: ATTEST: Jay Brunvand, Town Clerk STATE OF COLORADO ) ss. COUNTY OF EAGLE ) On , 2023, before me, , Notary Public in and for the State of Colorado, personally appeared who is the of the TOWN OF MINTURN, and who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to in the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her 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. (Seal) Notary Public EXHIBIT A TO FORM OF EASEMENT DEED LEGAL DESCRIPTION OF EASEMENT AREA (TO BE ATTACHED)