HomeMy WebLinkAbout2016-03-08 10:00AM REGULAR MEETINGBRAZOS COUNTY
BRYAN,TEXAS
NOTICE OF MEETING AND AGENDA
BRAZOS COUNTY COMMISSIONERS COURT
THE COMMISSIONERS COURT OF BRAZOS COUNTY WILL MEET IN
REGULAR SESSION ON MARCH 8, 2016 AT 10:00 AM IN THE
COMMISSIONERS COURTROOM OF THE COUNTY ADMINISTRATION
BUILDING, 200 SOUTH TEXAS AVE., SUITE 106, BRYAN, TX 77803
1. Invocation and Pledge of Allegiance
- U.S. and Texas Flag - Chaplain G.H. Jones and Commissioner Catalena
2. Call for Citizen input and/or concerns
Consider and take action on agenda items 3-15:
3. Permission for the Brazos Center to send Notice of non -renewal with Ungerboeck
Software. The Brazos Center no longer wishes to utilize the software, but the software
contract is set to renew automatically if no notice is given.
4. Consider and take action on an OPEB Investment Advisory Agreement between Brazos
County and PFM Asset Management, LLC.
5. Consider and take action on the appointment of the following Brazos County staff
members to the OPEB Investment Committee:
• a. Duane Peters
• b. Kristy Roe
• c. Katie Connor
• d. Jennifer Salazar
• e. Bill Ballard
• f. Laura Davis
6. Approval to add Katie Conner as a voting member of the evaluation committee for RFP
2016-171 Installation of 8000 Gallon Vertical Tanks.
7. Permission to Advertise 2016-147 Hydro -Mulching County Right of Ways.
8. Execution of the Public Highway At -Grade Crossing Agreement between Union Pacific
Vol. 3 Pg, /69,
Railroad Company and the City of College Station and the County of Brazos Covering A
New At -Grade Crossing with Two At -Grade Crossing Closures.
9. Acceptance of Saddle Creek Subdivision Phase 9 into the Brazos County road
maintenance system; the roads (Martingale Court and Ranch House Road) and roadway
drainage structures are in compliance with the Brazos County Subdivision and
Development Regulations. Site is located in Precinct 1.
10. Request permission to enter private property owned by Richard and Peggy Bienski
located at 5250 Linda Lane. Project will require the County to clean out existing
drainage channel to increase water outflow. Site is located in Precinct 4.
11. Approval of Treasurer's Report for January 2016.
12, Tax Refund Applications for the following:
• a. Lawyers Title Co. of Brazos Valley -overpayment -$1709.63
• b. Peggy Sames Harrison Living Trust -overpayment -$105.29
• c. Kyle Rogers -overpayment -$24.44
• d. Phil & Danette Weynand-overpayment-$25.66
• e. Karen Cargill Davison Trust -overpayment -$8.24
• f. Justin & Melissa Fowler -overpayment -$110.05
• g. Martha Flowers -overpayment -$7.71
• h. Tina Jones -overpayment -$23.30
• i. Aggieland Title Co. -overpayment -$490.69
• j. Carol B. Kimich-overpayment-$107.88
• k. Salvador Gloria Rodriguez -overpayment -$237.00
• I. Olga Lidia Mandujano Flores -overpayment -$180.00
• m. Andrew & Ora Waldon-overpayment-$64.92
• n. Stanley & Leisa Maliska-overpayment$285.84
• o. Gateway Mortgage Group -overpayment -$252.11
13. Budget Amendments.
Budget Amendments FY 15/16 24.1 - 24.4
14. Personnel Change of Status.
Personnel Action Forms
15. Payment of Claims.
16. Sheriffs report on inmate population.
17. Announcement of interest items and possible future agenda topics.
18. Call for Citizen input and/or concerns
19. Adjourn.
PUBLIC COMMENTS
Public Comment during the Commission Meeting may be for all matters, both on and off the agenda, and be limited to four
minutes per person. Persons are invited to submit comments in writing on the agenda items and/or attend and make comment at
the Commission meeting. Members of the public are reminded that the Brazos County Commissioners Court is a Constitutional
Court, with both judicial and legislative powers, created under Article V, Section 1 and Section 18 of the Texas Constitution. As a
Constitutional Court, the Brazos County Commissioners Court also possesses the power to issue a Contempt of Court Citation
under Section 81.024 of the Texas Local Government Code. Accordingly, members of the public in attendance at any Regular,
Special and/or Emergency meeting of the Court shall conduct themselves with proper respect and decorum in speaking to,
and/or addressing the Court; in participating in public discussions before the Court; and in all actions in the presence of the
Court. Those members of the public who are inappropriately attired and/or who do not conduct themselves in an orderly and
appropriate manner will be ordered to leave the meeting. Refusal to abide by the Court's Order and/or continued disruption of
the meeting may result in a Contempt of Court Citation.
It is not the intention of the Brazos County Commissioners Court to provide a public forum for the demeaning of any individual or
group. Neither is it the intention of the Court to allow a member (or members) of the public to insult the honesty and/or integrity
of the Court, as a body, or any member or members of the Court, or County employees, individually or collectively. Accordingly,
profane, insulting or threatening language directed toward the Court and/or any person in the Court's presence and/or racial,
ethnic or gender slurs or epithets will not be tolerated. Violation of these rules may result in the following sanctions:
1. cancellation of a speaker's time;
2. removal from the Commissioners Court;
3. a Contempt Citation; and/or
4. such other and/or criminal sanctions as may be authorized
under the Constitution, Statutes and Codes of the State of Texas.
The County Commissioners Court can deliberate or take action only if a matter has been listed on an agenda properly posted
prior to the meeting. During the public comment period, speakers may address matters not listed on the published agenda. The
Open Meeting Law does not expressly prohibit responses to public comments by the Commissioners Court. However, responses
from the County Judge or Commissioners to unlisted public comment topics could become deliberation on a matter without
notice to the public. To ensure the public has notice of all matters the Commissioners Court well consider, the County Judge
and/or Commissioners may choose not to respond to public comments, except to correct factual inaccuracies, recite ebsting
policy in response to an inquiry or to ask that a matter be listed on a future agenda. See Texas Open Meetings Act ?551.042.
INVOCATION
Any invocation that may be offered before the official start of the Court meeting shall be to and for the benefit of the Court. The
views or beliefs expressed by the invocation speaker have not been previously reviewed or approved by the Court and do not
necessarily represent the religious beliefs or views of the Court in part or as a whole. No member of the community is required
to attend or participate in the invocation and such decision Will have no impact on their right to actively participate in the
business of the Court.
The Commissioners Courtroom of the County Administration Building, 200 South Texas Ave., Suite 106, Bryan, TX 77803 is
wreelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made two
working days before the meeting. To make arrangements, please call (979) 361-4102.
MINUTES
MARCH 8, 2016
BRAZOS COUNTY COMMISSIONERS COURT
REGULAR MEETING
A regular meeting of the Commissioners' Court of Brazos County, Texas was held in the
Brazos County Commissioners Courtroom in the Administration Building, 200 South
Texas Avenue, in Bryan, Brazos County, Texas, beginning at 10:00 a.m. on Tuesday,
March 8, 2016 with the following members of the Court present:
Duane Peters, County Judge, Absent,
Lloyd Wassermann, Commissioner of Precinct 1;
Sammy Catalena, Commissioner of Precinct 2;
Kenny Mallard, Commissioner of Precinct 3;
Irma Cauley, Commissioner of Precinct 4, Presiding;
Karen McQueen, County Clerk.
The attached sheets contain the names of the citizens and officials that were in
attendance.
Invocation and Pledge of Allegiance
- U.S, and Texas Flag - Chaplain G.H. Jones and Commissioner Catalena
Call for Citizen input and/or concerns
There was no citizen's input.
Consider and take action on agenda items 3-15:
Permission for the Brazos Center to send Notice of non -renewal with Ungerboeck
Software. The Brazos Center no longer wishes to utilize the software, but the software
contract is set to renew automatically if no notice is given.
vol. _a.j3 Pg._��/
Motion: Approve, Moved by Commissioner Sammy Catalena, Seconded by
Commissioner LLoyd Wassermann. Passed. 4-0. Members voting Ayes: Catalena,
Cauley, Mallard, Wassermann Members Absent: Peters
Consider and take action on an OPEB Investment Advisory Agreement between Brazos
County and PFM Asset Management, LLC.
A copy of the agreement is attached.
Motion: Approve, Moved by Commissioner Kenny Mallard, Seconded by. Passed. 4-0.
Members voting Ayes: Catalena, Cauley, Mallard, Wassermann Members Absent: Peters
5. Consider and take action on the appointment of the following Brazos County staff
members to the OPEB Investment Committee:
• a. Duane Peters
• b. Kristy Roe
• c. Katie Connor
• d. Jennifer Salazar
• e. Bill Ballard
• f. Laura Davis
Motion: Approve, Moved by Commissioner Kenny Mallard, Seconded by Commissioner
Sammy Catalena. Passed. 4-0. Members voting Ayes: Catalena, Cauley, Mallard,
Wassermann Members Absent: Peters
6. Approval to add Katie Conner as a voting member of the evaluation committee for RFP
2016-171 Installation of 8000 Gallon Vertical Tanks.
Motion: Approve, Moved by Commissioner LLoyd Wassermann, Seconded by
Commissioner Kenny Mallard. Passed. 4-0. Members voting Ayes: Catalena, Cauley,
Mallard, Wassermann Members Absent: Peters
Permission to Advertise 2016-147 Hydro -Mulching County Right of Ways.
Motion: Approve, Moved by Commissioner Sammy Catalena, Seconded by
Commissioner LLoyd Wassermann. Passed. 4-0. Members voting Ayes: Catalena,
Cauley, Mallard, Wassermann Members Absent: Peters
8. Execution of the Public Highway At -Grade Crossing Agreement between Union Pacific
Railroad Company and the City of College Station and the County of Brazos Covering A
New At -Grade Crossing with Two At -Grade Crossing Closures.
Commissioner Wassermann stated that Brazos County entered into an agreement with
Union Pacific on January 13, 2015 and the city of College Station annexed the area April
F
l.
2015, and that is the reason for this agreement.
Commissioner Cauley thanked Commissioner Wassermann for his diligence on this
project.
A copy of the agreement is attached.
Motion: Approve, Moved by Commissioner -Loyd Wassermann, Seconded by
Commissioner Sammy Catalena. Passed. 4-0. Members voting Ayes: Catalena, Cauley,
Mallard, Wassermann Members Absent: Peters
9. Acceptance of Saddle Creek Subdivision Phase 9 into the Brazos County road
maintenance system; the roads (Martingale Court and Ranch House Road) and roadway
drainage structures are in compliance with the Brazos County Subdivision and
Development Regulations. Site is located in Precinct 1.
Motion: Approve, Moved by Commissioner -Loyd Wassermann, Seconded by
Commissioner Kenny Mallard. Passed. 4-0. Members voting Ayes: Catalena, Cauley,
Mallard, Wassermann Members Absent: Peters
10. Request permission to enter private property owned by Richard and Peggy Bienski
located at 5250 Linda Lane. Project will require the County to clean out existing
drainage channel to increase water outflow. Site is located in Precinct 4.
Motion: Approve, Moved by Commissioner Irma Cauley, Seconded by Commissioner
Sammy Catalena. Passed. 4-0. Members voting Ayes: Catalena, Cauley, Mallard,
Wassermann Members Absent: Peters
11. Approval of Treasurer's Report for January 2016.
The Court voted unanimously to receive, approve and order filed as submitted the
Treasurer's report for January 2016. A copy is attached and made a part of these
minutes.
Motion: Approve, Moved by Commissioner Kenny Mallard, Seconded by Commissioner
LLoyd Wassermann. Passed. 4-0. Members voting Ayes: Catalena, Cauley, Mallard,
Wassermann Members Absent: Peters
12. Tax Refund Applications for the following:
• a. Lawyers Title Co. of Brazos Valley -overpayment -$1709.63
• b. Peggy Sames Harrison Living Trust -overpayment -$105.29
• c. Kyle Rogers -overpayment -$24.44
• d. Phil & Danette Weynand-overpayment-$25.66
• e. Karen Cargill Davison Trust -overpayment -$8.24
• f. Justin & Melissa Fowler -overpayment -$110.05
F01, X3.3 pg._/./3
• g. Martha Flowers -overpayment -$7.71
• h. Tina Jones -overpayment -$23.30
• i. Aggieland Title Co. -overpayment -$490.69
• j. Carol B. Kimich-overpayment-$107.88
• k. Salvador Gloria Rodriguez -overpayment -$237.00
• I. Olga Lidia Mandujano Flores -overpayment -$180.00
• m. Andrew & Ora Waldo n -overpayment -$64.92
• n. Stanley & Leisa Maliska-overpayment$285.84
• o. Gateway Mortgage Group -overpayment -$252.11
Motion: Approve, Moved by Commissioner Sammy Catalena, Seconded by
Commissioner Kenny Mallard. Passed. 4-0. Members voting Ayes: Catalena, Cauley,
Mallard, Wassermann Members Absent: Peters
13. Budget Amendments.
Budget Amendments FY 15/16 24.1 -24.4
24.1 Reallocate funds for General Capital Projects - Jail.
24.2 Reallocate funds for the Brazos Center.
24.3 Reallocate funds for Juvenile Services.
24.4 Reallocate funds for General Capital Projects - Sheriff's Office.
Motion: Approve, Moved by Commissioner Kenny Mallard, Seconded by Commissioner
Sammy Catalena. Passed. 4-0. Members voting Ayes: Catalena, Cauley, Mallard,
Wassermann Members Absent: Peters
14. Personnel Change of Status.
Personnel Action Forms
A copy of the Personnel Change of Status requests is attached.
Motion: Approve, Moved by Commissioner Sammy Catalena, Seconded by
Commissioner Kenny Mallard. Passed. 4-0. Members voting Ayes: Catalena, Cauley,
Mallard, Wassermann Members Absent: Peters
15. Payment of Claims.
Claims 7142112-7142321
Motion: Approve, Moved by Commissioner Sammy Catalena, Seconded by
Commissioner LLoyd Wassermann. Passed. 4-0. Members voting Ayes: Catalena,
Cauley, Mallard, Wassermann Members Absent: Peters
16. Sheriff's report on inmate population.
Vol. ��� Pg. 114Z
Sheriff Chris Kirk stated there were 619 inmates in jail, 32 have electronic monitors and
10 are pending for monitors.
17. Announcement of interest items and possible future agenda topics.
There were no announcements.
18. Call for Citizen input and/or concerns
County Clerk, Karen McQueen stated there was a record 33,000 citizens who voted in
last week's election. Mrs. McQueen thanked the Sheriff's Office and the Constable
Offices for assisting in each precinct during the election.
19. Adjourn.
VOL vZ 33 pg -i(/ -,i-
The foregoing minutes of the Commissioners Court meeting held March
_J88,,,,2016 have
been examined and are approved in open Court this '6 " � day of
Duane Peters
County Judge
2016, in Bryan, Brazos County, Texas.
/,I li X W
Lloyd assermann
Commissioner, Precinct 1
C to ena Kenny Mall
Coibmissioner recinct 2 Commissioner, Precinct 3
I V�1t—
Irma Cauley
Commissioner, Precinct 4
Attest:
Karen McQueen
County Clerk
Vol. Pg. // 6
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BRAZOS COUNTY
COMMISSIONER'S COURT
Name
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COMMISSIONER'S COURT
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OF
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into as of the day of , 20_
(the "Agreement"), by and between Brazos County, Texas (hereinafter the
"Client") and PFM ASSET MANAGEMENT LLC, a Delaware limited liability
company with an office in Austin, Texas (hereinafter the "Advisor").
WITNESSETH
WHEREAS, the Client maintains the Brazos County OPEB Trust (the
"Fund") in order to set funds aside to fund long term post -employment benefits;
and
WHEREAS, the Fund has funds available for investment purposes; and
WHEREAS, the Client desires to avail itself of the experience, sources of
information, advice, assistance and facilities available to the Advisor; to have
the Advisor undertake certain duties and responsibilities; and to perform
certain services as investment advisor on behalf of the Fund, as provided
herein; and
WHEREAS, the Advisor is willing to provide such services on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto, intending to be legally bound,
agree as follows:
1. SERVICES OF ADVISOR.
The Client hereby engages the Advisor to serve as investment advisor with
respect to the Fund under the terms of this Agreement, and the Advisor accepts
such engagement. The Advisor will determine the asset allocation of
investments for the Fund (the "Investment Strategy" of the Fund) on the basis of
information provided by the Client or other service providers, including the
anticipated amounts of cash required by the Fund for distributions and other
expenses, and the appropriate risk tolerance for the Fund based upon the cash
-_l�
Vol. �J� pg.P
needs of the Fund and the Client's resources. The Advisor will then execute the
Investment Strategy of the Fund by buying and selling shares of the investment
funds. Initially the Fund shall be invested in investment funds in specified
proportions as set forth in a separate schedule delivered to the Client by the
Advisor at or prior to the time the Fund is initially funded (as the same may be
revised by the Advisor from time to time, the "Schedule").
The Advisor will reassess and may alter the Investment Strategy asset
allocation at least annually and "rebalance" the investment funds as reflected in
the Schedule at least annually to maintain the ratios of the Investment
Strategy, and will consult with the Client at least annually to determine
whether there are reasons to revise the Investment Strategy. The Advisor will
conduct a review at least annually of the performance of the investment funds
held by the Fund and, in its judgment, will add to or reduce allocations to each
investment fund and will add or delete investment funds (within the parameters
of the Investment Strategy). The Advisor will promptly advise the Client in
writing of any revision of the Fund's Investment Strategy and any additions to
or deletions from the investment funds held by the Fund. In addition, the
Advisor will provide to the Client a quarterly analysis of the performance of the
investment funds in which the Fund is invested together with notice of any
reallocation of assets among investment funds; the asset balances and market
values for such analysis shall be as supplied to the Advisor by the Custodian
(as hereinafter defined). In connection with all of the foregoing, the Advisor will
promptly give the Client written notice of any changes to the Schedule.
The Client agrees to legally appoint a custodian (the "Custodian") to take
and have custody of cash, assets and securities of the Fund. The Custodian
shall not be the Advisor and shall be independent of the Advisor. The Client
agrees to enter, or that it has entered, into a custodian agreement with the
Custodian. The Advisor is authorized to give instructions to the Custodian with
respect to the Fund as to deliveries of securities and payments of cash for the
payment of securities and as otherwise provided in Section 2(b) of this
Agreement. The Advisor shall not take possession of or act as custodian for the
cash, securities or other assets of the Fund and shall have no responsibility in
connection therewith. The Advisor agrees to recommend and to monitor the
Custodian so that the Client's custodial and transaction costs are appropriate
-----2
Vol
---zVol. 0?_,3�.3_ pg. 1,210
for the level and nature of services rendered by the Custodian to the Fund, the
Client and the Advisor.
Authorized investments shall include only those investments which are
permissible under applicable statutes and regulations and the Fund's written
investment policy, if any, as provided by the Client to the Advisor. The
Custodian or an affiliate of the Custodian may be the investment advisor of
investment funds selected by the Advisor.
2. COMPENSATION.
(a) For all services provided by the Advisor to the Fund pursuant to
this Agreement, the Fund shall incur an annual fee based on net assets under
management in the Fund determined on a monthly basis as defined in the
Investment Advisory Fee Schedule below. For purposes of this section, "net
assets" means the net market value of all cash and investments assets as of the
end of the most recent month.
Investment Advisory Fee Schedule
First $10 million in net assets ...........................
0.45%
Next $10 million in net assets ............................
0.35%
Next $30 million in net assets ............................
0.25%
Next $50 million in net assets ............................
0.20%
Over $100,000,000 ................................................
0.15%
The minimum annual fee is $5,000.
(b) At the end of each calendar month, the Advisor will prepare and
submit to the Client for approval a monthly invoice for its fee. Such invoice will
include a statement of the basis upon which the fee was calculated. The Client
shall pay to the Advisor the amount payable pursuant to this Agreement within
30 calendar days of the postmark date on the invoices. If the Advisor shall
serve for less than the whole month, the compensation shall be pro -rated.
(c) If and to the extent that the Client shall request the Advisor to render
services other than those to be rendered by the Advisor hereunder, such
additional services shall be compensated separately on terms to be agreed upon
between the Advisor and the Client.
3
(d) Assets invested by the Advisor under the terms of this agreement may
from time to time be invested in a money market mutual fund or local
government investment pool managed by the Advisor (either, a "Pool"), or in
individual securities. Average daily net assets subject to the fees described in
this section shall not take into account any funds invested in the Pool.
Expenses of the Pool, including compensation for the Advisor and the Pool
custodian, are described in the relevant prospectus or information statement
and are paid from the Pool.
3. EXPENSES.
(a) The Advisor shall furnish at its own expense all necessary
administrative services, office space, equipment, clerical personnel, telephone
and other communication facilities, investment advisory facilities, and executive
and supervisory personnel for managing the investments, inclusive of
reasonable costs required to attend meetings with the Client.
(b) Except as expressly provided otherwise herein, the Client shall pay all
of its expenses including, without limitation, taxes, expenses (including front -
or back -end charges) of an investment fund, fees and expenses of the Fund's
independent auditors and legal counsel, if any, insurance premiums, fees and
expenses of the Custodian appointed by the Client, as provided in Section 1,
and the keeping of books and accounts.
4. REGISTERED ADVISOR; DUTY OF CARE.
The Advisor hereby represents it is a registered investment advisor under
the Investment Advisers Act of 1940. The Advisor shall immediately notify the
Client if at any time during the term of this Agreement it is not so registered or
if its registration is suspended. The Advisor agrees to perform its duties and
responsibilities under this Agreement with reasonable care. The federal
securities laws impose liabilities under certain circumstances on persons who
act in good faith. Nothing herein shall in any way constitute a waiver or
limitation of any rights which the Client or the Fund may have under any
federal securities laws. The Client hereby authorizes the Advisor to sign an
Internal Revenue Service Form W-9 on behalf of the Client and to deliver such
form to broker-dealers or others from time to time as required in connection
with securities transactions pursuant to this Agreement.
4
5. ADVISOR'S OTHER CLIENTS.
The Client understands that the Advisor performs investment advisory
services for various other clients which may include investment companies,
commingled trust funds and/or individual portfolios. The Client agrees that the
Advisor, in the exercise of its professional judgment, may give advice or take
action with respect to any of its other clients which may differ from advice given
or the timing or nature of action taken with respect to the Fund. The Advisor
shall not have any obligation to purchase, sell or exchange any security for the
Client solely by reason of the fact that the Advisor, its principals, affiliates, or
employees may purchase, sell or exchange such security for the account of any
other client or for itself or its own accounts.
6. TERM.
This Agreement may be terminated by the Client in the event of any
material breach of its terms immediately upon notice by certified mail, return
receipt requested. This Agreement may be terminated by the Client at any time,
on not less than thirty (30) days' written notice to the Advisor. The Advisor may
terminate this Agreement immediately upon any material breach of its terms by
the Client, or at any time after one year upon thirty (30) days' written notice.
7. FORCE MAJEURE.
The Advisor shall have no liability for any losses arising out of the delays in
performing or inability to perform the services which it renders under this
Agreement which result from events beyond its control, including interruption
of the business activities of the Advisor or other financial institutions due to
acts of God, acts of governmental authority, acts of war, terrorism, civil
insurrection, riots, labor difficulties, or any action or inaction of any carrier or
utility, or mechanical or other malfunction.
8. DISCIPLINARY ACTIONS.
The Advisor shall promptly give notice to the Client if the Advisor shall have
been found to have violated any state or federal securities law or regulation in
any final and unappealable judgment in any criminal action or civil suit in any
state or federal court or in any disciplinary proceeding before the Securities and
Exchange Commission or any other agency or department of the United States,
any registered securities exchange, the Financial Industry Regulatory Authority,
5
Vol. _ � Pg._/ .2 3
or any regulatory authority of any State based upon the performance of services
as an investment advisor.
9. INDEPENDENT CONTRACTOR.
The Advisor, its employees, officers and representatives, shall not be
deemed to be employees, agents (except as to the purchase or sale of securities
described in Section 1), partners, servants, and/or joint ventures of the Client
or the Fund by virtue of this Agreement or any actions or services rendered
under this Agreement.
10. BOOKS.
The Advisor shall maintain records of all transactions in the Fund. The
Advisor shall use its best efforts to cause the Custodian to provide the Client
with a statement, no less frequently than quarterly, showing deposits,
withdrawals, purchases and sales (or maturities) of investments, earnings
received, and the value of assets held on the last business day of the month all
as provided for in the Custodian agreement between the Client and the
Custodian.
11. ADVISOR'S BROCHURE AND BROCHURE SUPPLEMENT.
The Advisor warrants that it has delivered to the Client prior to the
execution of this Agreement, the Advisor's current Securities and Exchange
Commission Form ADV, Part 2A (brochure) and Part 2B (brochure supplement).
The Client acknowledges receipt of such brochure and brochure supplement
prior to the execution of this Agreement.
12. MODIFICATION.
This Agreement shall not be changed, modified, terminated or discharged in
whole or in part, except by an instrument in writing signed by both parties
hereto, or their respective successors or assigns.
13. SUCCESSORS AND ASSIGNS.
The provisions of this Agreement shall be binding on the Advisor and its
successors and assigns, provided, however, that the rights and obligations of
the Advisor may not be assigned without the consent of the Client.
14. NOTICE.
6
Vol.
Written notices required under this Agreement shall be sent by regular
mail, certified mail, overnight delivery or courier, and shall be deemed given
when received at the parties' respective addresses shown below. Either party
must notify the other party in writing of a change in address.
Client's Address
300 E. 26th St.
Bryan, TX 77803
Attn:
Advisor's Address
PFM Asset Management LLC
221 West 6th St.
Suite 1900
Austin, TX 78701
Attn: Nelson Bush
15. APPLICABLE LAW.
With a Copv to:
PFM Asset Management LLC
Two Logan Square, Suite 1600
18th & Arch Streets
Philadelphia, PA 19103-2770
Attn: Controller
This Agreement shall be construed, enforced, and administered according
to the laws of the State of Texas. The Advisor and the Client agree that, should
a disagreement arise as to the terms or enforcement of any provision of this
Agreement, each party will in good faith attempt to resolve said disagreement
prior to filing a lawsuit.
16. APPROVAL; EXECUTION; SEVERABILITY.
(a) This Agreement has been approved by the Commissioner's Court (the
"Governing Body") of the Client. The Governing Body hereby authorizes Brazos
County OPEB Trust Committee, acting on behalf of the Client, to interact with
the Advisor regarding the Fund, and the Advisor may rely on any instructions
received from such Brazos County OPEB Trust Committee, provided however,
that this Agreement may not be amended without the prior approval of the
Governing Body. The Governing Body may designate additional Designated
Persons or remove Designated Persons from time to time by written notice to
the Advisor.
Vol. 3 3 p9�—.sL_
(b) Each party to this Agreement represents and warrants that the person
° or persons signing this Agreement on behalf of such party is authorized and
empowered to sign and deliver this Agreement for such party.
(c) The invalidity in whole or in part of any provision of this Agreement
shall not void or affect the validity of any other provision.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their authorized representatives as of the date set forth in the
first paragraph of this Agreement.
PFM ASSET MANAGEMENT LLC
By:_
Name:
BRAZOS
Name:
a
Fv7o,�,� Pcj�lo:��
L--- -- -�
BRAZOS COUNTY OPEB TRUST COMMITTEE
411aa*lm
DESIGNATED PERSONS
The following are Designated Persons pursuant to Section 16 of the
foregoing Investment Advisory Agreement, and each such person's signature
is set forth below.
Name of
Designated Person Title Signature
-_-9
Vol. _oUJ — Pg• 421 -
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into as of the day of , 20
(the "Agreement"), by and between Brazos County, Texas (hereinafter the
"Client") and PFM ASSET MANAGEMENT LLC, a Delaware limited liability
company with an office in Austin, Texas (hereinafter the "Advisor").
WITNESSETH
WHEREAS, the Client maintains the Brazos County OPEB Trust (the
"Fund") in order to set funds aside to fund long term post -employment benefits;
and
WHEREAS, the Fund has funds available for investment purposes; and
WHEREAS, the Client desires to avail itself of the experience, sources of
information, advice, assistance and facilities available to the Advisor; to have
the Advisor undertake certain duties and responsibilities; and to perform
certain services as investment advisor on behalf of the Fund, as provided
herein; and
WHEREAS, the Advisor is willing to provide such services on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto, intending to be legally bound,
agree as follows:
1. SERVICES OF ADVISOR.
The Client hereby engages the Advisor to serve as investment advisor with
respect to the Fund under the terms of this Agreement, and the Advisor accepts
such engagement. The Advisor will determine the asset allocation of
investments for the Fund (the "Investment Strategy" of the Fund) on the basis of
information provided by the Client or other service providers, including the
anticipated amounts of cash required by the Fund for distributions and other
expenses, and the appropriate risk tolerance for the Fund based upon the cash
t
Vol.. 3J� P,��,
needs of the Fund and the Client's resources. The Advisor will then execute the
Investment Strategy of the Fund by buying and selling shares of the investment
funds. Initially the Fund shall be invested in investment funds in specified
proportions as set forth in a separate schedule delivered to the Client by the
Advisor at or prior to the time the Fund is initially funded (as the same may be
revised by the Advisor from time to time, the "Schedule").
The Advisor will reassess and may alter the Investment Strategy asset
allocation at least annually and "rebalance" the investment funds as reflected in
the Schedule at least annually to maintain the ratios of the Investment
Strategy, and will consult with the Client at least annually to determine
whether there are reasons to revise the Investment Strategy. The Advisor will
conduct a review at least annually of the performance of the investment funds
held by the Fund and, in its judgment, will add to or reduce allocations to each
investment fund and will add or delete investment funds (within the parameters
of the Investment Strategy). The Advisor will promptly advise the Client in
writing of any revision of the Fund's Investment Strategy and any additions to
or deletions from the investment funds held by the Fund. In addition, the
Advisor will provide to the Client a quarterly analysis of the performance of the
investment funds in which the Fund is invested together with notice of any
reallocation of assets among investment funds; the asset balances and market
values for such analysis shall be as supplied to the Advisor by the Custodian
(as hereinafter defined). In connection with all of the foregoing, the Advisor will
promptly give the Client written notice of any changes to the Schedule.
The Client agrees to legally appoint a custodian (the "Custodian") to take
and have custody of cash, assets and securities of the Fund. The Custodian
shall not be the Advisor and shall be independent of the Advisor. The Client
agrees to enter, or that it has entered, into a custodian agreement with the
Custodian. The Advisor is authorized to give instructions to the Custodian with
respect to the Fund as to deliveries of securities and payments of cash for the
payment of securities and as otherwise provided in Section 2(b) of this
Agreement. The Advisor shall not take possession of or act as custodian for the
cash, securities or other assets of the Fund and shall have no responsibility in
connection therewith. The Advisor agrees to recommend and to monitor the
Custodian so that the Client's custodial and transaction costs are appropriate
2
Vol.JJ�_
for the level and nature of services rendered by the Custodian to the Fund, the
Client and the Advisor.
Authorized investments shall include only those investments which are
permissible under applicable statutes and regulations and the Fund's written
investment policy, if any, as provided by the Client to the Advisor. The
Custodian or an affiliate of the Custodian may be the investment advisor of
investment funds selected by the Advisor.
2. COMPENSATION.
(a) For all services provided by the Advisor to the Fund pursuant to
this Agreement, the Fund shall incur an annual fee based on net assets under
management in the Fund determined on a monthly basis as defined in the
Investment Advisory Fee Schedule below. For purposes of this section, "net
assets" means the net market value of all cash and investments assets as of the
end of the most recent month.
Investment Advisory Fee Schedule
First $10 million in net assets ........................... 0.45%
Next $10 million in net assets ............................ 0.35%
Next $30 million in net assets ............................ 0.25%
Next $50 million in net assets ............................ 0.20%
Over $100,000,000 ................................................ 0.15%
The minimum annual fee is $5,000.
(b) At the end of each calendar month, the Advisor will prepare and
submit to the Client for approval a monthly invoice for its fee. Such invoice will
include a statement of the basis upon which the fee was calculated. The Client
shall pay to the Advisor the amount payable pursuant to this Agreement within
30 calendar days of the postmark date on the invoices. If the Advisor shall
serve for less than the whole month, the compensation shall be pro -rated.
(c) If and to the extent that the Client shall request the Advisor to render
services other than those to be rendered by the Advisor hereunder, such
additional services shall be compensated separately on terms to be agreed upon
between the Advisor and the Client.
(d) Assets invested by the Advisor under the terms of this agreement may
from time to time be invested in a money market mutual fund or local
government investment pool managed by the Advisor (either, a "Pool"), or in
individual securities. Average daily net assets subject to the fees described in
this section shall not take into account any funds invested in the Pool.
Expenses of the Pool, including compensation for the Advisor and the Pool
custodian, are described in the relevant prospectus or information statement
and are paid from the Pool.
3. EXPENSES.
(a) The Advisor shall furnish at its own expense all necessary
administrative services, office space, equipment, clerical personnel, telephone
and other communication facilities, investment advisory facilities, and executive
and supervisory personnel for managing the investments, inclusive of
reasonable costs required to attend meetings with the Client.
(b) Except as expressly provided otherwise herein, the Client shall pay all
of its expenses including, without limitation, taxes, expenses (including front -
or back -end charges) of an investment fund, fees and expenses of the Fund's
independent auditors and legal counsel, if any, insurance premiums, fees and
expenses of the Custodian appointed by the Client, as provided in Section 1,
and the keeping of books and accounts.
4. REGISTERED ADVISOR; DUTY OF CARE.
The Advisor hereby represents it is a registered investment advisor under
the Investment Advisers Act of 1940. The Advisor shall immediately notify the
Client if at any time during the term of this Agreement it is not so registered or
if its registration is suspended. The Advisor agrees to perform its duties and
responsibilities under this Agreement with reasonable care. The federal
securities laws impose liabilities under certain circumstances on persons who
act in good faith. Nothing herein shall in any way constitute a waiver or
limitation of any rights which the Client or the Fund may have under any
federal securities laws. The Client hereby authorizes the Advisor to sign an
Internal Revenue Service Form W-9 on behalf of the Client and to deliver such
form to broker-dealers or others from time to time as required in connection
with securities transactions pursuant to this Agreement.
5. ADVISOR'S OTHER CLIENTS.
The Client understands that the Advisor performs investment advisory
services for various other clients which may include investment companies,
commingled trust funds and/or individual portfolios. The Client agrees that the
Advisor, in the exercise of its professional judgment, may give advice or take
action with respect to any of its other clients which may differ from advice given
or the timing or nature of action taken with respect to the Fund. The Advisor
shall not have any obligation to purchase, sell or exchange any security for the
Client solely by reason of the fact that the Advisor, its principals, affiliates, or
employees may purchase, sell or exchange such security for the account of any
other client or for itself or its own accounts.
6. TERM.
This Agreement may be terminated by the Client in the event of any
material breach of its terms immediately upon notice by certified mail, return
receipt requested. This Agreement may be terminated by the Client at any time,
on not less than thirty (30) days' written notice to the Advisor. The Advisor may
terminate this Agreement immediately upon any material breach of its terms by
the Client, or at any time after one year upon thirty (30) days' written notice.
7. FORCE MAJEURE.
The Advisor shall have no liability for any losses arising out of the delays in
performing or inability to perform the services which it renders under this
Agreement which result from events beyond its control, including interruption
of the business activities of the Advisor or other financial institutions due to
acts of God, acts of governmental authority, acts of war, terrorism, civil
insurrection, riots, labor difficulties, or any action or inaction of any carrier or
utility, or mechanical or other malfunction.
8. DISCIPLINARY ACTIONS.
The Advisor shall promptly give notice to the Client if the Advisor shall have
been found to have violated any state or federal securities law or regulation in
any final and unappealable judgment in any criminal action or civil suit in any
state or federal court or in any disciplinary proceeding before the Securities and
Exchange Commission or any other agency or department of the United States,
any registered securities exchange, the Financial Industry Regulatory Authority,
5
F,
��y._/_3__�_
or any regulatory authority of any State based upon the performance of services
as an investment advisor.
9. INDEPENDENT CONTRACTOR.
The Advisor, its employees, officers and representatives, shall not be
deemed to be employees, agents (except as to the purchase or sale of securities
described in Section 1), partners, servants, and/or joint ventures of the Client
or the Fund by virtue of this Agreement or any actions or services rendered
under this Agreement.
10. BOOKS.
The Advisor shall maintain records of all transactions in the Fund. The
Advisor shall use its best efforts to cause the Custodian to provide the Client
with a statement, no less frequently than quarterly, showing deposits,
withdrawals, purchases and sales (or maturities) of investments, earnings
received, and the value of assets held on the last business day of the month all
as provided for in the Custodian agreement between the Client and the
Custodian.
11. ADVISOR'S BROCHURE AND BROCHURE SUPPLEMENT.
The Advisor warrants that it has delivered to the Client prior to the
execution of this Agreement, the Advisor's current Securities and Exchange
Commission Form ADV, Part 2A (brochure) and Part 2B (brochure supplement).
The Client acknowledges receipt of such brochure and brochure supplement
prior to the execution of this Agreement.
12. MODIFICATION.
This Agreement shall not be changed, modified, terminated or discharged in
whole or in part, except by an instrument in writing signed by both parties
hereto, or their respective successors or assigns.
13. SUCCESSORS AND ASSIGNS.
The provisions of this Agreement shall be binding on the Advisor and its
successors and assigns, provided, however, that the rights and obligations of
the Advisor may not be assigned without the consent of the Client.
14. NOTICE.
6
Written notices required under this Agreement shall be sent by regular
mail, certified mail, overnight delivery or courier, and shall be deemed given
when received at the parties' respective addresses shown below. Either party
must notify the other party in writing of a change in address.
Client's Address
300 E. 26th St.
Bryan, TX 77803
Attn:
Advisor's Address
PFM Asset Management LLC
221 West 6th St.
Suite 1900
Austin, TX 78701
Attn: Nelson Bush
iGiw 17AT�7�:TR77/1?/1
With a Copv to:
PFM Asset Management LLC
Two Logan Square, Suite 1600
18th & Arch Streets
Philadelphia, PA 19103-2770
Attn: Controller
This Agreement shall be construed, enforced, and administered according
to the laws of the State of Texas. The Advisor and the Client agree that, should
a disagreement arise as to the terms or enforcement of any provision of this
Agreement, each party will in good faith attempt to resolve said disagreement
prior to filing a lawsuit.
16. APPROVAL; EXECUTION; SEVERABILITY.
(a) This Agreement has been approved by the Commissioner's Court (the
"Governing Body") of the Client. The Governing Body hereby authorizes Brazos
County OPEB Trust Committee, acting on behalf of the Client, to interact with
the Advisor regarding the Fund, and the Advisor may rely on any instructions
received from such Brazos County OPEB Trust Committee, provided however,
that this Agreement may not be amended without the prior approval of the
Governing Body. The Governing Body may designate additional Designated
Persons or remove Designated Persons from time to time by written notice to
the Advisor.
7
(b) Each party to this Agreement represents and warrants that the person
or persons signing this Agreement on behalf of such party is authorized and
empowered to sign and deliver this Agreement for such party.
(c) The invalidity in whole or in part of any provision of this Agreement
shall not void or affect the validity of any other provision.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their authorized representatives as of the date set forth in the
first paragraph of this Agreement.
PFM ASSET MANAGEMENT LLC
By:_
Name:
Title:
BE
By
Na
Tit
BRAZOS COUNTY OPEB TRUST COMMITTEE
ANNEX I
DESIGNATED PERSONS
The following are Designated Persons pursuant to Section 16 of the
foregoing Investment Advisory Agreement, and each such person's signature
is set forth below.
Name of
Designated Person Title Signature
_ -9
v0�..j 3-g �g. /3
Brazos County
Purchasing Department
200 S. TX AVE., SUITE 352 BRYAN, TX 77803
PHONE (979) 361-4290 FAX (979) 361-4293
BRAZOSCOUNTY
BID/RFP/RFQ DOCUMENTATION SHEET
The Purchasing Department would like to request Commissioner's Court approval to advertise
and go out for Bid on the following:
DATE: March 2, 2016
BID NUMBER: 2016-147
TITLE: Hydro -Mulching of County Right of Ways
REQUESTING DEPARTMENT: Road and Bridge Department
APPROVAL SIGNATURE: _4
Dtian'crsc
o lty Judge
DATE APPROVED: MI 16
vol. X - pg._i3_7
BRAZOS COUNTY
COMMISSIONERS' COURT
ACTION FORM
DEPARTMENT Road and Bridae DEPT. NUMBER 56001000
DATE OF COURT MEETING: March 8.2016
ITEM: Consider and take action on execution of the Public Highwav At -Grade Crossing
Agreement between Union Pacific Railroad Company and the City of College Station and the
County of Brazos Covering A New At -Grade Crossine with Two At -Grade Crossing Closures
SOURCE OF FUNDS: N/A
NOTES/REQUIREMENTS:
• Brazos County executed an Agreement with UPRR on 1/13/2015. City of College Station
executed annexation authority of Green Prairie Trail at UPRR at -grade crossing in April
2015. City of College Station will maintain the newly constructed crossing and Brazos
County will proceed with closure of Straub Road and Wade Road crossings upon
completion and opening of Greens Prairie Trail project.
SUBMITTED BY:
R. Alan Munger,
County Engineer
This Request is Id I
ACKNOWLEDGED BY:
UQ hjzl�ufnA_�
Commissioner Lloyd Wassermann
Precinct 1
commissioners' Court
UPRR Folder No.: 2908-58
PUBLIC HIGHWAY AT -GRADE
CROSSING AGREEMENT
BETWEEN
UNION PACIFIC RAILROAD COMPANY
AND THE
CITY OF COLLEGE STATION
AND THE
COUNTY OF BRAZOS
COVERING THE
A NEW AT GRADE CROSSING WITH TWO AT GRADE CROSSING
CLOSURES
(DOT NO.: 441021K)
AT
RAILROAD MILE POST 65.75 — NAVASOTA SUBDIVISION
IN OR NEAR
COLLEGE STATION,
BRAZO COUNTY,
TEXAS
V01. .3 p9%��
UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT
Standard Form Approved: AVP -Law 03/01/2013
UPRR Audit No.:
BUILDING AMERICA
UPRR Folder No.: 2908-58
PUBLIC HIGHWAY AT -GRADE CROSSING
AGREEMENT
Green Prairie Trail —DOT No. 441021K
Railroad Mile Post 65.75 —Navasota Subdivision
College Station, Brazos County, Texas
THIS AGREEMENT ("Agreement") is made and entered into as of the _ day of
20 ("Effective Date"), by and between UNION PACIFIC RAILROAD
COMPANY, a Delaware corporation, to be addressed at Real Estate Department, 1400 Douglas
Street, Mail Stop 1690, Omaha, Nebraska 68179 ("Railroad") and the CITY OF COLLEGE
STATION, a municipal corporation or political subdivision of the State of Texas to be addressed at
City of College Station, department of Public Works, PO Box 9960, College Station TX 77842
("Public Body" ).and the COUNTY OF BRAZOS to be addressed at 200 S Texas Ave, Suite 332,
Bryan TX 77803 ("County")
RECITALS:
The Public Body desires to undertake as its project (the "Project') the construction of a new
at grade public road crossing for Greens Prairie Trail, (DOT No. 441021K), at Railroad's Mile Post
65.75 on the Railroad's Navasota Subdivision at or near College Station, Brazos County Texas (the
"Roadway'). The Roadway is shown on the Railroad Location Print marked Exhibit A being
attached hereto and hereby made a part hereof. The portion of the Roadway located within the
Railroad's right of way is the "Crossing Area". As part of this agreement the County agrees to
permanently close two at -grade crossings, DOT 743229J, MP 64.66 Navasota Subdivision and DOT
743228C MP 65.31 Navasota Subdivision per the January 13, 2015 agreement between the Railroad
and the Public Body marked Exhibit D.
Under this Agreement, the Railroad will be granting rights to the Public Body to facilitate the
construction of the Roadway. The portion of Railroad's property that Public Body needs to use in
connection with the Roadway is described in the Legal Description marked Exhibit A-1 and also
shown on the Survey Print marked Exhibit A-2, with each exhibit being attached hereto and hereby
made a part hereof (the "Crossing Area").
The Railroad, the Public Body and the County are entering into this Agreement to cover
the above.
AGREEMENT:
NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows:
1f5RN[-FYAi
vol. _ pg, /`i�
UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT
Standard Form Approved: AVP -Law 03/01/2013
BUILDING AMERICA a
ARTICLE 1. EXHIBIT B
The General Terms and Conditions marked Exhibit B, are attached hereto and hereby made a
part hereof.
ARTICLE 2. RAILROAD GRANTS RIGIIT
For consideration of the Political Body's agreement to perform and comply with the terms of
this Agreement, the Railroad hereby grants to the Political Body the right to construct, maintain and
repair the Roadway over and across the Crossing Area.
ARTICLE 3. DEFINITION OF CONTRACTOR
For purposes of this Agreement the term "Contractor" shall mean the contractor or
contractors hired by the Public Body to perform any Project 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.
ARTICLE 4. CONTRACTOR'S RIGHT OF ENTRY AGREEMENT - INSURANCE
A. Prior to Contractor performing any work within the Crossing Area and any subsequent
maintenance and repair work, the Public Body shall require the Contractor to:
i. execute the Railroad's then current Contractor's Right of Entry Agreement
ii. obtain the then current insurance required in the Contractor's Right of Entry Agreement,
and
iii. provide such insurance policies, certificates, binders and/or endorsements to the Railroad.
B. The Railroad's current Contractor's Right of Entry Agreement is marked Exhibit C, attached
hereto and hereby made a part hereof. The Public Body confirms that it will inform its
Contractor that it is required to execute such form of agreement and obtain the required
insurance before commencing any work on any Railroad property. Under no circumstances
will the Contractor be allowed on the Railroad's property without first executing the
Railroad's Contractor's Right of Entry Agreement and obtaining the insurance set forth
therein and also providing to the Railroad the insurance policies, binders, certificates and/or
endorsements described therein.
C. All insurance correspondence, binders, policies, certificates and/or endorsements shall be
sentto:
Union Pacific Railroad Company
Real Estate Department
1400 Douglas Street, Mail Stop 1690
Omaha, NE 681 79-1 69 0
UPRR Folder No. 1908-58
D. If the Public Body's own employees will be performing any of the Project work, the Public
Bodymay self -insure all or a portion of the insurance coverage subject to the Railroad's prior
review and approval.
File Reference Articles of Agreement Date
Page 2 of 7
E
,
UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT
Standard Form Approved: AVP -Law 03/01/2013
ARTICLE 5. FEDERAL AID POLICY GUIDE
BUILDING AMERICA
If the Public Body will be receiving any federal funding for the Project, the current rules,
regulations and provisions of the Federal Aid Policy Guide as contained in 23 CFR 140, Subpart I
and 23 CFR 646, Subparts A and B are incorporated into this Agreement by reference.
ARTICLE 6. PROJECT EXPENSES TO BE BORNE BY RAILROAD
The Railroad will fund and install the new planking, signals and preemption at this location.
Public Body agrees that all other Project costs and expenses are not to be borne by the Railroad. In
addition, the Railroad is not required to contribute any funding for the Project other than stated
above.
ARTICLE 7. PLANS
A. The Public Body, at its expense, shall prepare, or cause to be prepared by others, the detailed
plans and specifications for the Project and submit such plans and specifications to the
Railroad's Assistant Vice President Engineering -Design, or his authorized representative, for
prior review and approval. The plans and specifications shall include all Roadway layout
specifications, cross sections and elevations, associated drainage, and other appurtenances.
B. The final one hundred percent (100%) completed plans that are approved in writing by the
Railroad's Assistant Vice President Engineering -Design, orhis authorized representative, are
hereinafter referred to as the "Plans". The Plans are hereby made apart of this Agreement by
reference.
C. No changes in the Plans shall be made unless the Railroad has consented to such changes in
writing.
D. The Railroad's review and approval of the Plans will in no way relieve the Public Body or the
Contractor from their responsibilities, obligations and/or liabilities under this Agreement, and
will be given with the understanding that the Railroad makes no representations or warranty
as to the validity, accuracy, legal compliance or completeness of the Plans and that any
reliance by the Public Body or Contractor on the Plans is at the risk of the Public Body and
Contractor.
ARTICLE 8. NON -RAILROAD IMPROVEMENTS
A. Submittal of plans and specifications for protecting, encasing, reinforcing, relocating,
replacing removing and abandoning in place all non -railroad owned facilities (the "Non
Railroad Facilities") affected by the Project including, without limitation, utilities, fiber
optics, pipelines, wirelincs, communication lines and fences is required under Section 8. 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 docs
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
:les of Agreementg Date
Page 3 of 7 Vol, _ �J pg. /4/4
UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT
Standard Form Approved: AVP -Law 03/01/2013
BUILDING AMERICA
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 Public Body mutually agree in writing to.-
i.
o:i. deem the approved Non Railroad Facilities plans and specifications to be Plans
pursuant to Section 8B,
ii. deem the Non Railroad Facilities part of the Structure, and
iii. supplement this Agreement with terms and conditions covering the Non Railroad
Facilities.
ARTICLE 9. EFFECTIVE DATE; TERM; TERMINATION
A. 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.
B. The Railroad, if it so elects, may terminate this Agreement effective upon delivery of written
notice to the Public Body in the event the Public Body does not commence construction on
the portion of the Project located on the Railroad's property within twelve (12) months from
the Effective Date.
C. If the Agreement is terminated as provided above, or for any other reason, the Public Body
shall pay to the Railroad all actual costs incurred by the Railroad in connection with the
Project up to the date of termination, including, without limitation, all actual costs incurred
by the Railroad in connection with reviewing any preliminary or final Project Plans.
ARTICLE 10. CONDITIONS TO BE MET BEFORE
PUBLIC BODY CAN COMMENCE WORK
Neither the Public Body nor the Contractor may commence any work within the Crossing
Area or on any other Railroad property until:
i. The Railroad, Public Body and County have executed this Agreement.
ii. The Railroad has provided to the Public Body and County the Railroad's written
approval of the Plans.
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
EntryAgreement to the Railroad Representative named in the Contactor's Right ofEntry
Agreement.
.ies ur ngreemen[Date
Page 4 of 7 VI, _aj Pg, -1�f_3
UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT
Standard Form Approved: AVP -Law 03/01/2013
ARTICLE 11. FUTURE PROJECTS
BUILDING AMERICA
Future projects involving substantial maintenance, repair, reconstruction, renewal and/or
demolition of the Roadway shall not commence until Railroad and Public Body agree on the plans
for such fixture projects, cost allocations, right of entry terms and conditions and temporary
construction rights, terms and conditions.
ARTICLE 12. ASSIGNMENT; SUCCESSORS AND ASSIGNS
A. Neither Public Body nor County 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 Public Body,
ARTICLE 13. SPECIAL PROVISIONS PERTAINING TO AMERICAN
RECOVERY AND REINVESTMENT ACT OF 2009
If the Public Body will be receiving American Recovery and Reinvestment Act ("ARRA")
funding for the Project, the Public Body agrees that it is responsible in performing and completing all
ARRA reporting documents for the Project. The Public Body confirms and acknowledges that
Section 1512 of the ARRA provisions applies only to a "recipient" receiving ARRA funding
directing from the federal government and, therefore,
(i) the ARRA reporting requirements are the responsibility of the Public Body and not of the
Railroad, and
(ii) the Public Body shall not delegate any ARRA reporting responsibilities to the Railroad.
The Public Body also confirms and acknowledges that
(i) the Railroad shall provide to the Public Body the Railroad's standard and customary
billing for expenses incurred by the Railroad for the Project including the Railroad's
standard and customary documentation to support such billing, and
(ii) such standard and customary billing and documentation from the Railroad provides the
information needed by the Public Body to perform and complete the ARRA reporting
documents.
rue nererence Articles of Agreement
Page 5 of 7 vDate
ol...-
UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT
Standard Form Approved: AVP -Law 03/01/2013
BUILDING AMERICA
The Railroad confirms that the Public Body and the Federal Highway Administration shall have the
right to audit the Railroad's billing and documentation for the Project as provided in Exhibit B of
this Agreement.
IN W INESS WHEREOF, the parties have caused this Agreement to be duly executed as of
the Effective Date first herein written.
ATTEST:
(SEAL)
(SEAL)
UNION PACIFIC RAILROAD COMPANY
(Federal Tax ID #94-6001323)
to
DANIEL A. LEIS
General Director Real Estate
CITY OF COLLEGE STATION
COUNTY OF BRAZOS
F Pg,____
EXHIBIT A
To Public Highway At -Grade Crossing
Agreement
Cover Sheet for the
Railroad Location Print
N
W— rE EXHIBIT 66 A-�99
RAILROAD LOCATIONPRINTs FOR NEW AT GRADE
PUBLIC ROAD CROSSING AGREEMENT
DOT No. 441021K
M.P. 65.75 Navasota Subdivision
College Station, Brazos County, Texas
At Grade Public Road Crossing.
UNION PACIFIC RAILROAD COMPANY
NAVASOTA SUBDIVISION
RAILROAD MILE POST 65.75
COLLEGE STATION, BRAZOS COUNTY, TEXAS
To accompany an agreement with
THE CITY OF COLLEGE STATION, COUNTY OF
BRAZOX AND ITS CONTRACTOR
covering an At Grade Public Road Crossing.
Folder No. 2908-58 Date: January 12, 2016
WARVING
M ALL OCCASIONS, UP CO.N ICATIONS DEPARTMENT MUST BE CONTACTED IN
ADVANCE OF ANY WORK TO DEITR.WNE EXISTENCE AND LOCATION OF FIBER OPTIC CABLE.
VOA, OC l✓ _ Pg ���
Exhibit
inn PriA
— - ^—!_�— — — Railrm.i I nrnlinn Prinf
EXHIBIT A- I
To Public Highway At -Grade Crossing
Agreement
Cover Sheet for the
Legal Description
Pg.,_/5a_
EXHIBIT "B"
FIELD NOTES
CITY OF COLLEGE STATION
UNION PACIFIC RAILROAD CROSSING
0.37 OF ONE ACRE
BEING OUT OF
BLOCK 17
OF THE MAP OF THE
SUBDIVISION OF SAMUEL DAVIDSON LEAGUE
VOLUME " N ", PAGE 117
SAMUEL DAVIDSON LEAGUE, A-13
DECEMBER 8, 2016
All that certain lot, tract or parcel of land being 0.37 of one acre situated In the SAMUEL DAVIDSON
LEAGUE, Abstract No. 13, Brazos County, Texas, and being a part of a 100' wide right-of-way as
shown on RIGHT-OF-WAY TRACK MAP of HOUSTON & TEXAS CENTRAL R.R. Wellborn Map
Page V.2/23, same being a part of Block 17 of the Map of Samuel Davidson League as described in
Volume " N ", Page 117, Deed records of Brazos County, Texas, said 0.37 of one acre tract being
more particularly described by metes and bounds as follows:
BEGINNING at a 1/2" Iron Rod set for the most westerly corner, said corner being In the easterly line
of the Santina Revocable Trust Called 83.34 acre tract as described in Volume 7145, Page 286, said
corner also being located in the westerly right-of-way line of the Union Pacific Railroad, the Calculated
northeast corner of said Called 83.34 acre tract bears N 10°55'09" W a distance of 2691.16 feet, a
1/2" Iron Rod found near the Calculated northeast corner of said Called 83.34 acre tract found for
reference bears N 10 ° 62'37 " W a distance of 2691.17 feet;
THENCE N 790 04'51 E, across said Union Pacific Railroad right-of-way a distance of 100,00 feet to
a 1/2" Iron Rod with Cap set for the most northerly corner, said corner being located in the easterly
right-of-way line of said Union Pacific Railroad, said corner also being located in the westerly right-of-
way line of Wellborn Road;
THENCE S 10055'09" E, along the easterly right-of-way line of said Union Pacific Railroad and the
westerly right-of-way line of said Wellborn Road a distance of 160.00 feet to a 1/2" Iron Rod with Cap
set for the most easterly corner;
THENCE S 79004'51" W. across said Union Pacific Railroad right-of-way a distance of 100.00 feet to
a 1/2" Iron Rod with Cap set for the most southerly corner, said corner being In the easterly line of
said Called 63,34 acre tract, said corner also being located in the westerly right-of-way line of said
Union Pacific Railroad;
THENCE N 10055'09" W, at a distance of 30.00 feet pass a 1/2" Iron Rod with Cap found in the
southerly right-of-way line of Greens Prairie Trail as described in Volume 12684, Page 116 and at a
distance of 130.00 feet pass a 1/2" Iron Rod with Cap found in the northerly right-of-way line of said
Greens Prairie Trail and continuing for a total distance of 160.00 feet to the PLACE OF BEGINNING
CONTAINING AN AREA OF 0.37 OF ONE ACRE OF LAND MORE OR LESS, according to a survey
performed on the ground during the month of January, 2015 under the supervision of H. Curtis Strong,
Registered Professional Land Surveyor No. 4961 and working under Firm No. 10093500. North
Orientation Is based on rotating the northeast line o alled 83.34 acre tract to grid north,
NAD83(2011)epoch 2010.00 Texas State Plan nt s derived by GPS observations. For
other information see accompanying plat. tih,, g......;.,�`
EXHIBIT A-2
To Public Highway At -Grade Crossing
Agreement
Cover Sheet for the
Survey Print
Vol, 'p7'3pg. ���
a
fflM 7,
PRAIRIE R�
�+
,GREENS
Fti.a1
LCOEWDo NOTE: BEFORE YOU BEGIN ANY WORK, SEE
LSI AGREEMENT FOR FIBER OPTIC PROVISIONS.
CROSSING AREA EXHIBIT "A-2"
UPRRCO. R/W OUTLINED— --------- UNION PACIFIC RAILROAD COMPANY
COLLEGE STATION. URA7.OS COUNTY, TEXAS
CROSSING AREA = 0.37 ACRE M.P. 65.75 — NAVASOTA SUB.
TO ACCOMPANY AGREEMENT WITH
CITY OF COLLEGE STATION
MAP HTC V-2 / 23
CADD 0290858 SCALE: 1" = 100'
FILENAME OFFICE OF REAL ESTATE
SCAN TXV20X23-290858.T;F
OMAHA, NEBRASKA DATE: 2-4-2016
FILENAME F— _ _ PJB F IJ,E:1 0290858
EXHIBIT B
To Public Highway At -Grade Crossing
Agreement
Cover Sheet for the
General Tenns and Conditions
Vol. ✓� Pg^_��
UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT
Standard Form Approved. AVP -Law 03/01/2013
EXHIBIT B
TO PUBLIC HIGHWAY AT GRADE CROSSING AGREEMENT
GENERAL TERMS AND CONDITIONS
BUILDING AMERICA
SECTION 1. CONDITIONS AND COVENANTS
A. The Railroad makes no covenant or warranty of title for quiet possession or against encumbrances. The Public Body
shall not use or permit use of the Crossing Area for any purposes other than those described in this Agreement. Without
imiting the foregoing, the Public Body shall not use or permit use of the Crossing Area for railroad purposes, or for gas,
oil or gasoline pipe lines. Any lines constructed on the Railroad's property by or under authority of the Public Body for the
purpose of conveying electric power or communications incidental to the Public 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 Public 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 Public 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 Public 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 Public Body at its own expense settles with
and obtains releases from such nonparties.
D. The Railroad reserves the right to use and to grant to others the right to use the Crossing Area for any purpose not
inconsistent with the right hereby granted, including, but not by way of limitation, the right to construct, reconstruct,
maintain, operate, repair, alter, renew and replace tracks, facilities and appurtenances on the property; and the right to
cross the Crossing Area with all kinds of equipment.
E. So far as it lawfully may do so, the Public Body will assume, bear and pay all taxes and assessments of whatsoever
nature or kind (whether general, local or special) levied or assessed upon or against the Crossing Area, excepting taxes
levied upon and against the property as a component part of the Railroad's operating property.
F. If any property or rights other than the right hereby granted are necessary for the construction, maintenance and use of
the Roadway and its appurtenances, or for the performance of any work in connection with the Project, the Public Body
will acquire all such other property and rights at its own expense and without expense to the Railroad.
SECTION 2. CONSTRUCTION OF ROADWAY
A. The Public Body, at its expense, will apply for and obtain all public authority required bylaw, ordinance, rule or regulation
for the Project, and will furnish the Railroad upon request with satisfactory evidence that such authority has been
obtained.
B. Except as maybe otherwise specifically provided herein, the Public Body, at its expense, will furnish all necessarylabor,
material and equipment, and shall construct and complete the Roadway and all appurtenances thereof. The
appurtenances shall include, without limitation, all necessaryand proper highway warning devices (except those installed
by the Railroad within its right of way) and all necessary drainage facilities, guard rails or barriers, and right ofwayfences
between the Roadway and the railroad tracks. Upon completion of the Project, the Public Body shall remove from the
Railroad's property all temporary structures and false work, and will leave the Crossing Area In a condition satisfactory to
the Railroad.
C. All construction work of the Public Body upon the Railroad's property (including, but not limited to, construction of the
Roadway and all appurtenances and all related and incidental work) shall be performed and completed in a manner
satisfactory to the Assistant Vice President Engineering -Design of the Railroad or his authorized representative and in
Page-
l -of -5 Exhibit B
VOi. a 3 5 !'g. l
UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT
Standard Form Approved: AVP -Law 03/01/2013
compliance with the Plans, and other guidelines furnished by the Railroad.
BUILDING AMERICA
All construction work of the Public Body shall be performed diligently and completed within a reasonable time. No part of
the Project shall be suspended, discontinued or unduly delayed without the Railroad's written consent, and subject to
such reasonable conditions as the Railroad may specify. It is understood that the Railroad's tracks at and in the vicinity of
the work will be in constant or frequent use during progress of the work and that movement or stoppage of trains, engines
or cars may cause delays in the work of the Public Body. The Public Body hereby assumes the risk of any such delays
and agrees that no claims for damages on account of any delay shall be made against the Railroad by the State and/or
the Contractor.
SECTION 3. INJURY AND DAMAGE TO PROPERTY
If the Public Body, in the performance of any work contemplated by this Agreement or by the failure to do or perform
anything for which the Public Body is responsible under the provisions of this Agreement, shall injure, damage or destroyany
property of the Railroad or of any other person lawfully occupying or using the property of the Railroad, such propertyshall be
replaced or repaired by the Public Body at the Public Body's own expense, or by the Railroad at the expense of the Public
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 Public 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 Public Body shall reimburse the Railroad for the amount of the contract.
SECTION 5. MAINTENANCE AND REPAIRS
A. The Public 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 Public Body elects to have the surfacing material between the track tie ends, or between tracks if
there is more than one railroad track across the Crossing Area, replaced with paving or some surfacing material other
than timer planking, the Railroad, at the Public Body's expense, shall install such replacement surfacing, and in the
future, to the extent repair or replacement of the surfacing is necessitated by repair or rehabilitation of the Railroad's
tracks through the Crossing Area, the Public Body shall bear the expense of such repairs or replacement.
SECTION 6. CHANGES IN GRADE
If at any time the Railroad shall elect, or be required by competent authority to, raise or lower the grade of all or any
portion of the track(s) located within the Crossing Area, the Public 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 B. 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 Public 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 Public 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 Agreementto work
Public Highway At -Grade Crossing Agreement Page 2 of 5
Standard Form Approved. AVP -Law 03/01/2013 Exhibit B
Vol. j3
Pg.
UNION PACIFIC RAILROAD COMPANY **
PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT BUILDING AMERICn
Standard Form Approved: AVP -Law 03/D1/2013
of the Public Body shall include work both within and outside of the Railroad's property.
B. Entry on to Railroad's Property bV Public Body. If the Public Body's employees need to enter Railroad's property in
order to perform an inspection of the Roadway, minor maintenance or other activities, the Public 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 Public 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
Public Body's employees, or damage to any property or equipment (collectively the "Loss") that arises from the presence or
activities of Public Body's employees on Railroad's property, except to the extent that any Loss is caused by the sale direct
negligence of Railroad.
C. Flapping.
i. If the Public Body's employees need to enter Railroad's property as provided in Paragraph B above, the Public Body
agrees to notify the Railroad Representative at least thirty (30) working days in advance of proposed performance of
any work by Public 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 Public Bodywhether
a flagman need be present and whether Public 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 Public Body for
such expenses incurred by Railroad. If Railroad performs any flagging, or other special protective or safety measures
are performed by Railroad, Public Body agrees that Public 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 anytime, bylaw 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, Public
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 forwhlch Railroad is required to pay the flagman and which could not reasonably be
avoided by Railroad by assignment of such flagman to otherwork, even though Public 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, Public 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, Public Bodywill
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 Public Body shall complywith all applicable federal, state and local laws, regulations and
enactments affecting the work. The Public Body shall use only such methods as are consistent with safety, both as
concerns the Public Body, the Public Body's agents and employees, the officers, agents, employees and property of the
Railroad and the public in general. The Public 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 Public Body to
comply with any such laws, regulations, and enactments, shall result in anyfine, penalty, cost or charge being assessed,
imposed or charged against the Railroad, the Public Body shall reimburse, and to the extent it may lawfully do so,
Public Highway At -Grade Crossing Agreement Page 3 of 5 _ Exhibit B
standard Form Approved: AVP -Law 03/01/2013 .,7ry
Val _a ✓ _. Pg�.-/__`S / .
UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT
Standard Form Approved: AVP -Law 03/01/2013
BUILDING AMERICA
indemnify the Railroad for any such fine, penalty, cost, or charge, including without Imitation attorney's fees, court costs
and expenses. The Public Bedy 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 Public Body shall not do, suffer or permit anything which will or may obstruct, endanger,
me fere 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.
Supervision. The Public Body, at its own expense, shall adequately police and supervise all work to be performed bythe
Public 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 Public Body for safe conduct and adequate
policing and supervision of the Project shall not be lessened or otherwise affected by the Railroad's approval of plans and
specifications, or by the Railroad's collaboration in performance of any work, or by the presence at the work site of the
Railroad's representatives, or by compliance by the Public Body with any requests or recommendations made by such
representatives. If a representative of the Railroad is assigned to the Project, the Public Bodywill give due consideration
to suggestions and recommendations made by such representative for the safety and protection of the Railroad's
property and operations.
G. Suspension of Work. If at any time the Public Body's engineers or the Vice President -Engineering Services of the
Railroad or their respective representatives shall be of the opinion that anywork of the Public Body is being or is about to
be done or prosecuted without due regard and precaution for safety and security, the Public Body shall immediately
suspend the work until suitable, adequate and proper protective measures are adopted and provided.
H. Removal of Debris. The Public 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 Public Body at the Public Body's own expense or by the Railroad at the expense of the
Public Body. The Public Body shall not cause, suffer or permit any snow to be plowed or cast upon the Railroad's
property during snow removal from the Crossing Area.
Explosives. The Public 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.
Excavation. The Public 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 Public Body shall not door 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 Public Body, at its own expense, shall install and
maintain adequate shoring and cribbing for all excavation and/or trenching performed by the Public 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 vibrafions caused by the Railroad's operations in
the vicinity.
K. Drainage. The Public Body, at the Public 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 Public Body, at the Public Body's own expense, shall provide adequate passagewayfor 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 Public
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 Public Body shall not obstruct or interfere with existing ditches or drainage facilities.
Public Highway At -Grade Crossing Agreement Page 4 of 5
Standard Form Approved: AVP -Law 0 310112 01 3 Exhibit B
void X3.3 pg _
UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT BUIL9I110AMERIC11
Standard Form Approved: AVP -Law 03101/2013
L. Notice. Before commencing any work, the Public 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. Public 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 Public
Body. If it is, Public Bodywill 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 anywork on the Railroad's
premises.
SECTION 9. INTERIM WARNING DEVICES
If at anytime it is determined by a competent authority, by the Public Body, or by agreement between the parties, that new
or improved train activated warning devices should be installed at the Crossing Area, the Public Body shall install adequate
temporary warning devices or signs and impose appropriate vehicular control measures to protect the motoring public until
the new or improved devices have been installed.
SECTION 10. OTHER RAILROADS
All protective and indemnifying provisions of this Agreement shall inure to the benefit of the Railroad and any other
railroad company lawfully using the Railroad's property or facilities.
SECTION 11. BOOKS AND RECORDS
The books, papers, records and accounts of Railroad, so far as they relate to the items of expense for the materials to be
provided by Railroad under this Project, or are associated with the work to be performed by Railroad under this Project, shall be
open to inspection and audit at Railroad's offices in Omaha, Nebraska, during normal business hours by the agents and
authorized representatives of Public Bodyfor a period of three (3) years following the date of Railroad's last billing sent to Public
Body.
SECTION 12. REMEDIES FOR BREACH OR NONUSE
A. If the Public 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 orjeopardize the Railroad's employees, and the Public Body will reimburse the Railroad for the
expenses thereof.
B. Nonuse by the Public 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
Public Body hereunder.
C. The Public 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 anyforce or effect unless made in writing, signed by
the Public 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 Public 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 Public 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.
Public Highway At -Grade Crossing Agreement Page 5 of 5 Exhibit
1
Standard Farm Approved: AVP -Law 0310112013 E V h I b I t R
/�1LJ
Vol. .�3.3 Pq._i ss.57
EXHIBIT C
To Public Highway At -Grade Crossing
Agreement
Cover Sheet for the
Railroad's Form of
Contractor's Right of Entry Agreement
Vol. _�� p9. 40 _ -1
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
CONTRACTOR'S
BUILDING AMERICA
UPRR Folder No. _2908-58
(Polder A4miber)
UPRR Audit No.:
(Audit Number)
RIGHT OF ENTRY AGREEMENT
THIS AGREEMENT is made and entered into
, 20 , by and
COMPANY, a Delaware corporation ("Railroad"); s
(NAME 0F',
a corporation ("Co:
(State ofLncorporation)
day of
RAILROAD
Contractor has been hired by
(Name of -Public Agency)
("Public Agency") to perform work relating to
„(6Vor� to be Performed)
(the "work") with all'or a portion of such work to'be performed on property of Railroad in the
vicinity of, Railroad Mile Post on Railroad's
(bide Post).,, (Name of Subdivision)
DOT No located:_'at or near -' in County,
(DOT Number) ''` (City) (County)
State of '; , as such location is in the general location shown on the Railroad Location
(State)
Print marked Exhibit A;tand as detailed on the Detailed Prints collectively marked Exhibit A-1,
each attached hereto an&1: reby made a part hereof, which work is the subject of a contract dated
` 'between Railroad and the Public Agency.
(Date of WMAgreement)
The Railroad is willing to permit Contractor to perform the work described above at the
location described above subject to the terms and conditions contained in this Agreement
AGREEMENT:
NOW, THEREFORE, it is mutually agreed by and between Railroad and Contractor, as
follows:
File Reference Page 1 of 4
VOL
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
ARTICLE 1 - DEFINITION OF CONTRACTOR.
BUILDING AMERICA
For purposes of this Agreement, all references in this agreement to Contractor shall include
Contractor's contractors, subcontractors, officers, agents and employees, and others acting under its
or their authority.
ARTICLE 2 - RIGHT GRANTED, PURPOSE.
Railroad hereby grants to Contractor the right, during the tef
and subject to each and all of the terms, provisions and conditions' h
and have ingress to and egress from the property described irr<tli
performing the work described in the Recitals above. The right hi
limited to those portions of Railroad's property specifically described
Railroad Representative named in Article 413 below.
ARTICLE 3 -
The terms and conditions contained in
are hereby made a part of this
ARTICLE 4 - ALL EXI
REPRESI
A. Contractor shall bear any
Contractor, or any costs o
B. Contractor shallcoordinat
her duly authoriz'ed'repree
Fv `:
Name &''ilddre.
-„o
C_ Contractor, at its own er. xp
Contractor and shall en`sui
of Exhjbit; a _;`Tfi
supervision of Co
approval of plans
performance of an.
compliance by', -,C
Representative.
all
kbit B,
einaller stated and upon
contained, to enter upon
itals,for the purpose of
"_"
granted to Contractor is
n%or as designated by the
D, attached hereto,
with any work performed by
by Railfoad relating to this Agreement.
following Railroad representative(s) or his or
Representative"):
Name & Address ofAISII
:nsc, shall- adequately police and supervise all work to be performed by
ethat such work is performed in a safe manner as set forth in Section 7
risibility of Contractor for safe conduct and adequate policing and
-Is 'Work shall not be lessened or otherwise affected by Railroad's
ecifrcations involving the work, or by Railroad's collaboration in
or by the presence at the work site of a Railroad Representative, or by
or with any requests or recommendations made by Railroad
AR'T'ICLE 5 - SCHEDULE OF WORK ON A MONTHLY BASIS.
The Contractor, at its expense, shall provide on a monthly basis a detailed schedule of work
to the Railroad Representative named in Article 413 above. The reports shall start at the execution of
this Agreement and continue until this Agreement is terminated as provided in this Agreement or
until the Contractor has completed all work on Railroad's property.
File Reference Page 2 of 4
Vol. 3 Pg. ��oZ
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
Standard Form ADoroved, AVP -Law: 03/01113
ARTICLE 6 - TERM; TERMINATION.
BUILDING AMERICA
A. The grant of right herein made to Contractor shall commence on the date of this Agreement,
and continue until
unless sooner terminated as herein provided,
(Expiration Date)
or at such time as Contractor has completed its work on Railroad's property, whichever is earlier.
Contractor agrees to notify the Railroad Representative in writing when it has completed its
work on Railroad's property.
B. This Agreement may be terminated by either party on ten (1
ply.
ARTICLE 7 - CERTIFICATE OF INSURANCE.
A. Before commencing any work, Contractor will
policies, certificates and endorsements set for
insurance endorsements obtained by each subc(
B of this Agreement.
B. All insurance correspondence,
1400 Doul
Omaha,
681
)),;dayswritten notice to the other
)ad wit insurance insurance binders,
C of this Agreement ;and (ii) the
mired under Section 12 of Exhibit
and
1690
shall be sent to:
ARTICLE 8 - `DISMISSAL OYCONTRACTOR'S EMPLOYEE.
At the requesffbf Rail "road, Contractor shall remove from Railroad's property any employee of
Contractor -who fails to conform'fo the instructions of the Railroad Representative in connection with
the work on Railroad's property land an ght of Contractor shall be suspended until such removal
has occurred. Contractons hahAindemnify'Railroad against any claims arising from the removal of
any such 'employee •from Railroad's property.
ARTICLE 9 -
Upon the executi6ri'and delivery of this Agreement, Contractor shall pay to Railroad FIVE
HUNDRED DOLLARS ($500.00) as reimbursement for clerical, administrative and handling
expenses in connection with the processing of this Agreement.
ARTICLE 10 - CROSSINGS; COMPLIANCE WITH MUTCD AND FRA GUIDELINES.
A. No additional vehicular crossings (including temporary haul roads) or pedestrian crossings over
Railroad's trackage shall be installed or used by Contractor without the prior written permission
of Railroad.
B. Any permanent or temporary changes, including temporary traffic control, to crossings must
conform to the Manual of Uniform Traffic Control Devices (MUTCD) and any applicable
Page 3 of 4
voi,�3 _-
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
BUILDING AMERICA'
Federal Railroad Administration rules, regulations and guidelines, and must be reviewed by the
Railroad prior to any changes being implemented. In the event the Railroad is found to be out of
compliance with federal safety regulations due to the Contractor's modifications, negligence, or
any other reason arising from the Contractor's presence on the Railroad's property, the
Contractor agrees to assume liability for any civil penalties imposed upon the Railroad for such
noncompliance.
ARTICLE 11 - EXPLOSIVES.
Explosives or other highly flammable substances shall nott6"stored or used on Railroad's
property without the prior written approval of Railroad.
IN WITNESS WHEREOF, the parties hereto have duly" executed this agreement in
duplicate as of the date first herein written.
UNION PACIFIC.RAILROAD 1
(Federal Tax'ID;No. 94-6001
Signed By:
esser
Page 4
Vol, _ 3 _ ]-�1. /G
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
EXHIBITS A & A-1
TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
Shall be the Railroad Location Print & Detailed Prints
BUILDING AMERICA
Railroad Location & Detailed Prints
Vol _a3.3_ ��_i6sExhibits A & A-1
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
EXHIBIT B
TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
GENERAL TERMS AND CONDITIONS
Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING.
BUILDING AMERICA
A. Contractor agrees to notify the Railroad Representative at least ten (10) working days in advance of Contractor
commencing its work and at least thirty (30) working days in advance of proposed,performance of anywork by Contractor
in which any person or equipment will be within twenty-five (25) feet of any track, -or will be near enough to any track that
any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track.
No work of any kind shall be performed, and no person, equipment, machinerry. iool(s), material(s), vehicle(s), or thing(s)
shall be located, operated, placed, or stored within twenty-five (25) feet of any,of Railroads track(s) at any time, for any
reason, unless and until a Railroad flagman is provided to watch for trains. Upon_Feceipf df'such thirty (30) -day notice, the
Railroad Representative will determine and inform Contractor whether a flagman need be present and whether Contractor
needs to implement any special protective or safety measures. If flagging or other special protective or safety measures
are performed by Railroad, Railroad will bill Contractor for such expenses incurred by Railroad,,unless Railroad and a
federal, state or local governmental entity have agreed that;Railroad is to;bill such expenses -to, the federal, state or local
governmental entity. If Railroad will be sending the bills to Contractor, Contractor shall pays uc , bills within thirty (30) days
of Contractor's receipt of billing. If Railroad performs arty flagging; or other special protective or safety measures are
performed by Railroad, Contractor agrees that Contractor,is not relieved of any`of its responsibilities or liabilities set forth in
this Agreement.
s --
B. The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight-hour day for the class of
flagmen used during regularly assigned hours and.oyeitime in accordance with Labor Agreements and Schedules in effect
at the time the work is performed. In addition to th,e'cost of such labora composite charge for vacation, holiday, health
and welfare, supplemental sickness;°:Railroad RetlrementAnd unemployment compensation, supplemental pension,
Employees Liability and Property Damage and Adminisbatier'witl be included, computed on actual payroll. The composite
charge will be the prevailing composite!ckarge,in effect at the time the work is performed. One and one-half times the
current hourly rate is paid for overtime'Saturdays and Sundaysj''and two and one-half times current hourly rate for
holidays. Wage rates are subject to changeatany time'by law or by agreement between Railroad and its employees, and
may be retroactive as a result of negotiation`s ot,a ruling of an authorized governmental agency. Additional charges on
labor are also subject to change.,, ifthewage'rate.,;or additional charges are changed, Contractor (or the governmental
entity, as applicable) shall paygn the;basis of the'new rates and charges.
C. Reimbursement to Railroad will be required covering the full eight-hour day during which anyflagman 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 tie,po tion of the day during which the flagman is engaged In other Railroad work. Reimbursement will also be
required for any day not actually worked by the flagman following the flagman's assignment to work on the project for which
Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by assignment of such
flagman to other work , even though Contractor may not be working during such time. When it becomes necessary for
Railroad to bulletin and assign `an employee to a flagging position in compliance with union collective bargaining
agreements, Contractor must- provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a
flagman. If five (5) days notice"'of cessation is not given, Contractor will still be required to payflagging 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.
Section 2. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED
A. The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the Railroad to use
and maintain its entire property including the right and power of Railroad to construct, maintain, repair, renew, use, operate,
change, modifyor relocate railroad tracks, roadways, signal, communication, fiber optics, oroiherwirelines, pipelines and
other facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or
times by Railroad without liability to Contractor or to any other party for compensation or damages.
.Page 1_of_4___ - Exhibit B
Ela
.
I
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
BUILDING AMERICA
B. The foregoing grant is also subject to all outstanding superior rights (whether recorded or unrecorded and including those
in favor of licensees and lessees of Railroad's property, and others) and the right of Railroad to renew and extend the
same, and is made without covenant of title or for quiet enjoyment.
Section 3. NO INTERFERENCE WITH OPERATIONS OF RAILROAD AND ITS TENANTS.
A. Contractor shall conduct its operations so as not to interfere with the continuous and uninterrupted use and operation of the
railroad tracks and property of Railroad, including without limitation, the operations of Railroad's lessees, licensees or
others, unless specifically authorized in advance by the Railroad Representative. Nothing shall be done or permitted to be
done by Contractor at any time that would in any manner impair the safety of such operations. When not in use,
Contractor's machinery and materials shall be kept at least fifty (50) feet from the centerline of Railroad's nearest track, and
there shall be no vehicular crossings of Railroads tracks except at existing open qublic crossings.
B. Operations of Railroad and work performed by Railroad personnel and delays;in the work to be performed by Contractor
caused by such railroad operations and work are expected by Contractor, and'Contractor-agrees that Railroad shall have
no liability to Contractor, or any other person or entity for any such delays. The Contractor shall coordinate its activities with
those of Railroad and third parties so as to avoid interference with railroad operations:.Alie safe operation of Railroad train
movements and other activities by Railroad takes precedence ove�.;any work to beipefformed by Contractor.
Section 4. LIENS.
Contractor shall pay in full all persons who perform labor,or prop
Contractor shall not create, permit or suffer any mechanic's;or m
enforced against any properly of Railroad for any such work perform
from and against any and all liens, claims, demand s_;costs or
growing out of such work done, labor performed, or'materials furri
released of record, Railroad may, at its election, disc. rgelhe lien
Section 5.
A. Fiber optic cable systems may be bu
importance since any break could dis
Contractor shall telephone, Railroad
Friday, except holidays) a1-8600-33(
cable is buried anywhere:on`Railn
telecommunications company(ies)'ii
other protection'of the fiber 41C cat
applicable).Jas'been accomplished.
deriats,for the work to be performed by Contractor.
ten's It" of anylind or nature to be created or
intractorshal j demnifyand hold harmless Railroad
f whatsoever<nature in any way connected with or
If Contractor fails to promptly cause any lien to be
Ti of lien at Contractor's expense.
isproparty:Protection of the fiber optic cable systems is of extreme
isers resulting in business interruption and loss of revenue and profits.
,usness hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through
4-F oufZ-day number for emergency calls) to determine if fiber optic
to be used by Contractor. If it is, Contractor will telephone the
arrangements for a cable locator and, if applicable, for relocation or
;Hall not commence any work until all such protection or relocation (if
In addition to'other indemnity provisions in this Agreement, Contractor shall indemnify, defend and hold Railroad harmless
from and againstall costs `Iiablllty and expense whatsoever (including, without limitation, attorneys' fees, court costs and
expenses) arising out of any act omission of Contractor, its agents and/or employees, that causes or contributes to (1)
any damage to or destruction of any telecommunications system on Railroad's property, and/or (2) any injury to or death of
any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees,
on Railroad's property. Contra'cto'r shall not have or seek recourse against Railroad for any claim or cause of action for
alleged loss of profits or revenue or loss of service or other consequential damage to a telecommunication company using
Railroad's property or a customer or user of services of the fiber optic cable on Railroad's property.
Section 6. PERMITS - COMPLIANCE WITH LAWS
In the prosecution of the work covered by this Agreement, Contractor shall secure any and all necessary permits and shall
comply with all applicable federal, state and local laws, regulations and enactments affecting the work including, without
limitation, all applicable Federal Railroad Administration regulations.
Section 7. SAFETY.
A. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the work
performed by Contractor. Contractor shall be responsible for initiating, maintaining and supervising all safety, operations
and programs in connection with the work. Contractor shall at a minimum comply with Railroad's safety standards listed in
rays. <. ui_Y__--- --
33 _ py I Exhibit B
Vol.
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT CF ENTRY AGREEMENT BUILDING AMERICA
Standard Form Approved AVP -Law: 03/01/13
Exhibit D, hereto attached, to ensure uniformity with the safety standards followed by Railroad's own forces. As a part of
Contractor's safety responsibilities, Contractor shall notify Railroad if Contractor determines that any of Railroad's safety
standards are contrary to good safety practices. Contractor shall furnish copies of Exhibit D to each of its employees
before they enter the job site.
B. Without limitation of the provisions of paragraph A above, Contractor shall keep the job site free from safety and health
hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the job.
C. Contractor shall have proper first aid supplies available on thejob site so that prompt first aid services may be provided to
any person injured on the job site. Contractor shall promptly notify Railroad of any U.S. Occupational Safety and Health
Administration reportable injuries. Contractor shall have a nondelegable duty to control its employees while they are on the
fob site or any other property of Railroad, and to be certain they do not use, be, under the influence of, or have in their
possession any alcoholic beverage, drug or other substance that may inhibitfhe'safe performance of any work.
D. If and when requested by Railroad, Contractor shall deliver to Railroad a copy of,Contractor s safety plan for conducting the
work (the "Safety Plan"). Railroad shall have the right, but not the obligation, to require Contractor to correct any
deficiencies in the Safety Plan. The terms of this Agreement shall control if the�e''are a'hy inconsistencies between this
Agreement and the Safety Plan. ,
Section 8. INDEMNITY.
A. To the extent not prohibited by applicable statute, Contractor shall •indemnify, defend and hold harmless Railroad, its
affiliates, and its and their officers, agents and employee"s,(individually.,an "Indemnified, Party" or collectively "Indemnified
Parties") from and against any and all loss, damage, injury, ;[labillty,lclaim, demand; cost or expense (including, without
limitation, attorney's, consultant's and expert's fees„ and courfcosts);'fine or penalty (collectively, "Loss") incurred by any
person (including, without limitation, any Indemnified Party,` Contractor, or any employee of Contractor or of any
Indemnified Party) arising out of or in any manner_ connected with O;anywork performed by Contractor, or (ii) any actor
es;
omission of Contractor, its officers, agents or employe; or, (iii) any breach of this Agreement by Contractor.
B. The right to indemnity under this Section:`Sshall accrue uponoccurrence of the event giving rise to the Loss, and shall
apply regardless of any negligence or stridl liability of ary,lnderl r ified Party, except where the Loss is caused by the sole
active negligence of an Indemnified Party as established by the final judgment of a court of competent jurisdiction. The sole
active negligence of any;Indemnified Party shall not bar thb recovery of any other Indemnified Party.
C. Contractor expressly ancl;specifically assumes potential liability under this Section 8 for claims or actions
brought by Contractor's own employees. Contractor waives any immunity it may have under worker's
compensationjorindustrialirisuranceactstoindemnifytheIndemnifiedPartiesunderthisSection8. Contractor
acknowledges that this waiver was nutually negotiated by the parties hereto.
D. No court or tury.findings in any employee's suit pursuant to any worker's compensation act or the Federal Employers'
Liability Act against a party;to"this Agreement may be relied upon or used by Contractor in any attempt to assert liability
against any Indemnified Party
E. The provisions of this Section 8 shall survive the completion of any work performed by Contractor or the termination or
expiration of this Agreement:=ln no event shall this Section 8 or any other provision of this Agreement be deemed to limit
any liability Contractor mayhave to any Indemnified Party by statute or under common law.
Section 9. RESTORATION OF PROPERTY.
In the event Railroad authorizes Contractor to take down any fence of Railroad or in any manner move or disturb any of the
other property of Railroad in connection with the work to be performed by Contractor, then in that event Contractor shall, as
soon as possible and at Contractor's sole expense, restore such fence and other property to the same condition as the same
were in before such fence was taken down or such other property was moved or disturbed. Contractor shall remove all of
Contractor's tools, equipment, rubbish and other materials from Railroad's property promptly upon completion of the work,
restoring Railroad's property to the same state and condition as when Contractor entered thereon.
General Terms & ConditionsPage-3-of-4-
w0l. a_3_.3 _ Pu.._ e 9_ Exhibit
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
Section 10. WAIVER OF DEFAULT.
BUILDING AMERICA
Waiver by Railroad of any breach or default of any condition, covenant or agreement herein contained to be kept, observed
and performed by Contractor shall in no way impair the right of Railroad to avail itself of any remedy for any subsequent breach
or default.
Section 11. MODIFICATION - ENTIRE AGREEMENT.
No modification of this Agreement shall be effective unless made in writing and signed by Contractor and Railroad. This
Agreement and the exhibits attached hereto and made a part hereof constitute the entire understanding between Contractor
and Railroad and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral, with
respect to the work to be performed by Contractor.
Section 12.ASSIGNMENT - SUBCONTRACTING.
Contractor shall not assign or subcontract this Agreement, or any interest there!
Railroad. Contractor shall be responsible for the acts and omissions of all subcontractor
work, the Contractor shall, except to the extent prohibited by law;",'(!.) require each
Contractor as "Additional Insured" in the subcontractor's Commercial General Liability p,
with respect to all liabilities arising out of the subcontractor's performance''of,work on I
these policies with ISO Additional Insured Endorsements CG'20 28 and 64'20;98 (or
coverage, (2) require each of its subcontractors to endorse lF eir Commercial General Li
Railroads" ISO Form CG 24 17 10 01 (or a substitute form providing equivalent coverag
of its subcontractors to endorse their Business Automobile Policy with "Coverage For' C
Railroads" ISO Form CA 20 70 10 01 (or a substltute'form providing equivalent covers
General Terms
gut the written consent of the
Ire Contractor commences any
subcontractors to include the
s Business'Automobile policies
f the Contractor by endorsing
ate forms providing equivalent
;oliicywith "Contractual Liability
ejob site; and (3) require each
)perations In Connection With
the job site.
Exhibit B
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
Standard Form Aoproved, AVP -Law: 03/01/13
EXHIBIT C
TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
INSURANCE PROVISIONS
BUILDING AMERICA
Contractor shall, at its sole cost and expense, procure and maintain during the course of the Project and until all Project
work on Railroad's property has been completed and the Contractor has removed all equipment and materials from Railroad's
property and has cleaned and restored Railroad's property to Railroad's satisfaction, the following insurance coverage:
A. Commercial General Liability Insurance. Commercial general liability (CGL) with a limit of not less than $5,000,000
each occurrence and an aggregate limit of not less than $10,000,000. CGL insurance must be written on ISO occurrence
form CG 00 01 12 04 (or a substitute form providing equivalent coverage):'-',;�
The policy must also contain the following endorsement, which must be stated or the'certificate of insurance
• Contractual Liability Railroads ISO form CG 24 17 10 01 (or a'substitute form providing equivalent coverage) showing
"Union Pacific Railroad Company Property" as the Designated Jo&,$ite.
• Designated Construction Project(s) General Aggregate_ Limit ISO Form CG 25 03 03'97 (or a:substitute form providing
equivalent coverage) showing the project on the form schedule _
r„
B. Business Automobile Coverage Insurance. Business auto coverage written on,lsb;form CA 00 01 10 01 (or a
substitute form providing equivalent liability coverage) with a combined Single limit of,r Less $5,000,000 for each accident
and coverage must include liability arising out,'of any auto `(including owned, hired and`non-owned autos).
The policy must contain the following endor,
Coverage For Certain Operations In Cc
providing equivalent coverage) sho'wi'ng;Un
• Motor Carrier Act Endorsement-`Hazan:
C. Workers' Compensati an. and Employe s',
• Contractor's statutory liability under the v
• Employers'Liability(Pait.B)�with .limits of
employee.
stated on the certificate of insurance:
Dads=ISO form CA 20 70 10 01 (or a substitute form
as the' Designated Job Site.
,up (MCS -90) if required by law.
Coverage must include but not be limited to:
ation laws of the state where the work is being performed.
each accident, $500,000 disease policy limit $500,000 each
If Contractor is' -self-insured, evidence.,of state'a'pproval and excess workers compensation coverage must be provided.
Coverage must include liability arising out of the'U. S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the
Outer Continental Shelf Land Acf ,if applicable.
The policy must contain the following,endorsement, which must be stated on the certificate of insurance
Alternate Employer endorsement ISO form WC 00 03 01 A (or a substitute farm providing equivalent coverage)
showing Railroad in the schedtileas the alternate employer (or a substitute form providing equivalent coverage).
p;
D. Railroad Protective Liability Insurance. Contractor must maintain "Railroad Protective Liability" (RPL) insurance written
on ISO occurrence form CG 00 35 12 04 (or a substitute form providing equivalent coverage) on behalf of Railroad as
named insured, with a limit of not Tess than $2,000,000 per occurrence and an aggregate of $6,000,000. The definition of
"JOB LOCATION" and "WORK" on the declaration page of the policy shall refer to this Agreement and shall describe all
WORK or OPERATIONS performed under this agreement. Contractor shall provide this Agreement to Contractor's
insurance agent(s) and/or broker(s) and Contractor shall instruct such agent(s) and/or broker(s) to procure the insurance
coverage required by this Agreement. A BINDER STATING THE POLICY IS IN PLACE MUST BE SUBMITTED TO
RAILROAD BEFORE THE WORK MAY COMMENCE AND UNTIL THE ORIGINAL POLICY IS FORWARDED TO UNION
PACIFIC RAILROAD.
E. Umbrella Or Excess Insurance. If Contractor utilizes umbrella or excess policies, these policies must "follow form" and
afford no less coverage than the primary policy.
Contract Insurance Requirements Page 1 of 2
----�/t- -- Exhibit C
Vol.-_pl.�_ pg�_ / 71 _
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
BUILDING AMERICA
F. Pollution Liability Insurance. Pollution liability coverage must be included when the scope of the work as defined in the
Agreement includes installation, temporary storage, or disposal of any "hazardous" material that is injurious in or upon land,
the atmosphere, or any watercourses; or may cause bodily injury at any time.
If required, coverage may be provided in separate policy form or by endorsement to Contractors CGL or RPL. Any form
coverage must be equivalent to that provided in ISO form CG 2415 "Limited Pollution Liability Extension Endorsement" or
CG 28 31 "Pollution Exclusion Amendment" with limits of at least $5,000,000 per occurrence and an aggregate limit of
$10,000,000.
If the scope of work as defined in this Agreement includes the disposal of any hazardous or non -hazardous materials from
the job site, Contractor must furnish to Railroad evidence of pollution legal liability insurance maintained by the disposal site
operator for losses arising from the insured facility accepting the materials,,with coverage in minimum amounts of
$1,000,000 per loss, and an annual aggregate of $2,000,000.
Other Requirements
G. All policy(ies) required above (except worker's compensation and,.employeirs liauity), Est include Railroad as "Additional
Insured" using ISO Additional Insured Endorsements CG 20 26;''and CA 20 48 (or s'u` stitute forms,providing equivalent
coverage). The coverage provided to Railroad as additional insured'shall, to the extenf,(provided under ISO Additional
Insured Endorsement CG 20 26, and CA 20 48 provide coverage for Railroad's negligence v✓hethe,r-sole or partial, active
or passive, and shall not be limited by Contractor's liabiJiiy.iinder the indemnity provisions of tfi s Agreement.
H. Punitive damages exclusion, if any, must be deleted (66d.the deletI Indicated.on,the certificate of insurance), unless the
law governing this Agreement prohibits all punitive damages.that might arise under-tkisAgreement.
I. Contractor waives all rights of recovery, and its
and its agents, officers, directors and employe
J. Prior to commencing the work, Contractor shall
authorized representative of each Insurer 'show!
K. All insurance policies must be writtenb'y'a?,re, uti
Insurance Guide Rating of A -.and Class VII o.be
performed. x
L. The fact that insurance is obta
diminish the,;l a5ility of Contras
Damages recoverable by Rail
insurance coverage.
rights of subrogation of damages against Railroad
stated on the certificate of insurance.
th'Ta;certificate(s) of insurance, executed by a duly
the insurance requirements in this Agreement.
any acceptable to Railroad or with a current Best's
to do business in the state where the work is being
iy,Railroad on behalf of Contractor will not be deemed to release or
limitation, liability under the indemnity provisions of this Agreement.
or any third party will not be limited by the amount of the required
Contract Insurance Requirements Pa e 2 of 2
--�g^—i�����
Vol, _�_ J ✓� _.
I
Exhibit
C
'9,._� 7_.
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
EXHIBIT D
TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
MINIMUM SAFETY REQUIREMENTS
BUILDING AMERICA
The term "employees" as used herein refer to all employees of Contractor as well as all employees of any subcontractor or
agent of Contractor.
I. CLOTHING
A. All employees of Contractor will be suitably dressed to perform their duties
their vision, hearing, or free use of their hands or feet.
Specifically, Contractors employees must wear:
i. Waist -length shirts with sleeves.
i. Trousers that cover the entire leg. If flare -legged trous
catching.
iii. Footwear that covers their ankles and has a defingdF
safety -toed footwear that conforms to the American
requirements.
B. Employees shall not wear boots (other than
or heels that are higher than normal.
C. Employees must not wear loose or ragged
on machinery.
Contractor shall require
recommended or requester
Hard hat that meets
with Contractor's co
Eye., protection that r
protectidn, Z87.1 —le
as welding, grinding,
the jcb.$ite ','H6'
100
• 100 feet of a loc
• 15 feet of power
• 150 feet of jet bl
• 150 feet of retar
road
ely.and in am a nner that will not interfere with
the trouser bottoms must be tied to prevent
working on,brgges are required to wear
3rds Institute"(ANSI) and FRA footwear
other shoes that have thin soles
or other loose jewelry while operating or working
equipment as specified by Railroad rules, regulations, or
(ANSI) Z89.1 — latest revision. Hard hats should be affixed
I. -'Standard (ANSI) for occupational and educational eye and face
eye protection must be provided to meet specific job situations such
s enough attenuation to give protection from noise levels that will be occurring on
in the form of plugs or muffs, must he worn when employees are within:
equipment
e drivers
(when within 10 feet, employees must wear dual ear protection — plugs and muffs)
V. Other types of personal protective equipment, such as respirators, fall protection equipment, and face shields,
must be worn as recommended or requested by the Railroad Representative.
III. ON TRACK SAFETY
Contractor is responsible for compliance with the Federal Railroad Administration's Roadway Worker Protection regulations
— 49CFR214, Subpart C and Railroad's On -Track Safety rules. Under 49CFR214, Subpart C. railroad contractors are
responsible for the training of their employees on such regulations. In addition to the instructions contained in Roadway Worker
Protection regulations, all employees must:
Maintain a distance of twenty-five (25) feet to any track unless the Railroad Representative is present to authorize
movements.
Wear an orange, reflectorized workwear approved by the Railroad Representative.
Page 1of2 Exhibit D
vQl, _
3.3 Pg- /23_
UNION PACIFIC RAILROAD COMPANY
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
BUILDING AMERICA
iii. Participate in a job briefing that will specify the type of On -Track Safety for the type of work being performed.
Contractor must take special note of limits of track authority, which tracks mayor may not be fouled, and clearing
the track. Contractor will also receive special instructions relating to the work zone around machines and
minimum distances between machines while working or traveling.
IV. EQUIPMENT
A. It is the responsibility of Contractor to ensure that all equipment is in a safe condition to operate. If, in the opinion of the
Railroad Representative, any of Contractor's equipment is unsafe for use, Contractor shall remove such equipment from
Railroad's property. In addition, Contractor must ensure that the operators of all equipment are properly trained and
competent in the safe operation of the equipment. In addition, operators must be:
i. Familiar and comply with Railroad's rules on lockout/tagout of
ii. Trained in and comply with the applicable operating rules if op
iii. Trained in and comply with the applicable air brake rules if opi
other railbound equipment.
B. All self-propelled equipment must be equipped with a first-aid
C. Unless otherwise authorized by the Railroad Representative, all
feet from any track. Before leaving any equipment unattended;
equipment against movement.
D. Cranes must be equipped with three orange cones
minimum clearances to overhead powerlines.
V. GENERAL SAFETY REQUIREMENTS
A. Contractor shall ensure that all wasteis properly
B. Contractor shall ensure that all employ
Representative, if applicable. During`Gs
On -Track Safety) and the „potential haze
employee must voice th6i 'duringthejob
work procedures, or personnel change.
C. All track
extinguis
by -rail equipment on -track.
equipment that moves rail cars or any
must be pe
must stop
be used tom
ibie back-up warning device.
1 of twenty-five (25)
properly secure the
area of the crane and the
i'ofin accdrd'ance with applicable federal and state regulations.
In ands comply with a job briefing conducted by the Railroad
road Representative will specify safe work procedures, (including
my employee has any questions or concerns about the work, the
inal,job briefings will be conducted during the work as conditions,
safety requirements established by the Federal Railroad
D. All employeos comply with the following safety procedures when working around any railroad track:
Always ti;e on the alert for moving equipment. Employees must always expect movement on any track, at any
time, in edherdlrectibr,
ii. Do not step or walk on'the topW the rail, frog, switches, guard rails, or other track components.
iii. In passing around the ends of standing cars, engines, roadway machines orwcrk equipment, leave at least 20 feet
between yourself and; the'end of the equipment. Do not go between pieces of equipment of the opening is less
than one car lengtlj:,(50 feet).
iv. Avoid walking or standing on a track unless so authorized by the employee in charge.
V. Before stepping over or crossing tracks, look in both directions first.
vi. Do not sit on, lie under, or cross between cars except as required in the performance of your duties and onlywhen
track and equipment have been protected against movement.
E. All employees must comply with all federal and state regulations concerning workplace safety.
Page 2of2, Exhibit D
EXHIBIT D
To Public Highway At -Grade Crossing
Agreement
Cover Sheet for the
January 13, 2015 Agreement for Closure of two
at grade crossings
Public Road Closure - Texas 11/01/2012
Forte Approved, AVP - Law
AGREEMENT
AUDIT.Az 11*2
UPRR Polder: 2908-58
RAILROAD HIGHWAY GRADE CROSSING CLOSURE
PUBLIC GRADE CROSSING USDOT NO. 743229) AND USDOT N0. 743228C
WADE ROAD
STRAUB ROAD
RAILROAD MILEPOST 64.66 AND 65.3 1,
NAVASOTA SUBDIVISION,
COUNTY OP BRAZOS, STATE OP'ITXAS
(TEXAS FORbI)
alt.
THIS AGREEMENT ("Agreement") is made and entered into this day of
2015 ("Effective Date") by and between UNION PACIFIC
RAILROAD CO IPANY, a Delawaic corpofatlon ("Railroad"), and COUNTY OF BRAZOS,
a political subdivision of the State of Texas ("Public Authority").
RECITALS
The Public Authority clesires to permanently close the at -grade politic road crossing for
Wade Road at Railroad Milepost 64.66, DOT No. 743229.1, in the County of Brazos, Slate of
Texas, on Railroad's Navasota Subdivision.
The Public Authority desires to permanently close (lie at -grade public road Crossing for
Slraub Road at Railroad Milepost 65.31, DOT No. 7432280, in the County of Brazos, State of
Texas, on Railroad's Navasota Subdivision.
The Public Authority desires to establish a new at-gracle public road crossing for Greens
Prairie Trail at Railroad Milepost 65.76, DOT No. to be assigned, in the County of Brazos, State
of Texas, on Railroad's Navasota Subdivision.
AGREEMENT
NOW THEREFORE, It is mutually agreed by and between the Railroad and the Public
Authority as follows:
SECTION 1. The railroad, upon execution of this agreement, consents to the issuance
ofn license agreement for the at grade, public crossing for the to be constructed Green Prairie
Trail at railroad milepost 65.76 of the railroad's Navasota Subdivision.
SECTION 2. The public road authority agrees to permanently close and vacate the at
gracle, public road crossing for Wade Road at Railroad Milepost 64.66, DOT No. 743229) in the
county of Brazos, located on the Railroad's Navasota Subdivision.
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Public Road Closure - Texas 11/01/2012
Form Approved, AVP - Law
SECTION 3. The public road authority agrees to permanently close and vacate the at
grade, public road crossing for Straub Road at Railroad Milepost 65.31, DOT No. 743228C in
the county of Brazos, located of the Railroad's Navasota Subdivision.
SECTION 4. The Railroad agrees to not close and remove the at grade, public
crossings at Wade Road and Straub Road until after the construction of oreens Prairie "frail is
complete and the new roadway is open for public travel.
SIC, CTION 5. Tire Railroad, at its expense, further agrees to remove the railroad
crossing surface and warning devices (crossbuck signs, etc.) which currently exist on the
Railroad's right-of-way, at Wade Road and Straub Road, upon the receipt of the above
mentioned statement and copy of the Ordinance or Resolution.
SECTION 6.
A. Prior to the Railroad's removal of the crossing surface and warning
devices at Wade Road and Straub Road, the Public Authority, at its expense, shall install,
maintain, repair and renew permanent barricades on both sides of the Wade Road and Straub
Road with such barricades to be located oft' of the Railroad's property and to be in compliance
with the plans marked Exhibit A, attached hereto and hereby made a part hereof, and also all
applicable standards and guidelines contained in the current Manual on Uniform Traffic Control
Devices ("MUTCD" ).
B. The Public Authority, at its expense, shall also (i) provide new advance
street signs and pavement markings to indicate that the Wade Road and Straub Road is closed,
with such signage to be in compliance with applicable current MUTCD standards and guidelines,
(ii) remove all Wade Road and Straub Road approach surfaces up to the track tie ends, and (iii)
require its contractor to execute the Railroad's Contractor's Right of Entry Agreement marked
Exhibit B, attached hereto and hereby made a part hereof, and for the contractor to provide to
Railroad the insurance policies, certificates and endorsements required therein before allowing
any contractor to commence any work on Railroad's property.
2
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Public Road Closure - Texas 1 1/01/2012
Form Approved, AVP - Law
IN WITNESS WHEREOF, the panics herel0 have duly ezeculcd [his Agreement as of
the 13Pfective Date first herein written.
UNION P))ACIFIIC� RAILROAD COMPANY
By: _ 3(�, 'J 1:it Cub B�
Priitey Nam Sohn J. Houapp8,_
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Contractors Right of Entry Agreement
Fomi Approved -AVP Law 03fol2013
Contractor's
Right of Entry Agreement
THIS AGREEMENT is made and entered Into as of the
between UNION PACIFIC RAILROAD COMPANY,
RECITALS
Contractor has been hired by
to perform work relating to _
EXHIBIT B
day of 20_,
a Delaware corporation ("Railroad");
a corporation ("Contractor").
), with all or a portion of such work to be performed on property of Rafrgad,in the vicinity of
US DOT#: Milepost:
Subdivision:
County:
City/State:
by and
and,
as such location is in the general location shown on the Rsiroad Location Print'.marked:EAIbit A, attached hereto and
hereby made a part hereof, which work is the subject of a: contract dated
between Railroad and
Railroad is willing to permit Contractor to perform the: work.described'above at lila location described above subject to the
terms and conditions contained in this Agreement.
AGREEMENT
NOW, THEREFORE, it is mutually agreed by,and.between Railroad and Contractor, as follows:
ARTICLE 1 • DEFINITION OF CONTRACTOR
For purposes of this AgreemeriC :all ,references in this agreement to Contractor shall include Contractor's
contractors, subcohtractors, officers, agentsand;employees, and others acting under Its or their authority.
ARTICLE2- .:RIGHT GRANTED�PURPOSE
Railroad hereby grants to; Contractor the right, during the term hereinafter stated and upon and subject to each
and all of the terns, provisions antl condRions herein contained, to enter upon and have ingress to and egress from the
property described in the Recitalsfolr the purpose of performing the work described In the Recitals above. The right
herein granted to Contractor is ;limited to those portions of Railroad's property specifically described herein, or as
designated by the Railroad Repfesehtative named in Article 4.
ARTICLE 3 - TERMS AND CONDITIONS CONTAINED IN EXHIBITS B C AND D
The terms and conditions contained in Exhibit B, Exhibit C and Exhibit D, attached hereto, are hereby made a
part of this Agreement.
ARTICLE 4 - ALL EXPENSES TO BE BORNE BY CONTRACTOR: RAILROAD REPRESENTATIVE
A. Contractor shall bear any and all costs and expenses associated with any work performed by Contractor,
or any costs or expenses incurred by Railroad relating to this Agreement.
Contractor's Right of Entry Agreement
Page 1 of 3
VOL.. �j j - f'g.....— ----
Contractor's Right of Entry Agreement
Form Approved -AVP Law 03101(2013
B. Contractor shall coordinate all of its work with the following Railroad representative or his or her duly
authorized representative (the "Railroad Representative"):
C. Contractor, at its own expense, shall adequately police and supervise all work to be performed by
Contractor and shall ensure that such work is performed in a safe manner as set forth in Section 7 of Exhibit B. The
responsibility of Contractor for safe conduct and adequate policing and supervision of Contractor's work shall not be
lessened or otherwise affected by Railroad's approval of plans and specifications involving the work, or by Railroad's
collaboration in performance of any work, or by the presence at the work sile :of a Railroad Representative, or by
compliance by Contractor with any requests or recommendations made by Railioad.Representative.
ARTICLE 6 - SCHEDULE OF WORK ON A MONTHLY BASIS
The Contractor, at its expense, shall provide on a monthly basis a delailed'8Chedulc of work to the Railroad
Representative named in Article 46 above. The reports shall start at tke'.execution of lhis;Agfeement and continue until
this Agreement is terminated as provided in this Agreement or Until the Cdnlractor has completed all work on Railroad's
property.
ARTICLE 6 - TERM: TERMINATION
A. The grant of right herein made to Contractor shallrcommence on the date of this Agreement, and continue
until , unless sooner-(66inaled as(herein provided, or at such time as Contractor has
completed its work on Railroad's property, whichever is earlier:; Contractor agrees to notify the Railroad Representative in
writing when it has completed its work on Railroad's property.
B. This Agreement may be terminated by either party on;len {10) days written notice to the other party.
ARTICLE 7 - CERTIFICATE OF INSURANCE
A. Before commencing ,apy,work, Contractor will provide Railroad with the (i) insurance binders, policies,
certificates and endorsements set:forth'In;..Exhlblt C of'lhis Agreement, and (ii) the insurance endorsements obtained by
each subcontractor as, required under Section:l2 cf Exhlblt. B of this Agreement.
B. All:insurance corresponderice; binders, policies, certificates and endorsements shall be sent to:
Union Pacific Railroad Company
Real <Estale. Depa rim e n t
1400:Douglas Street, MS 1690
Omaha; NE 68179-1690
ARTICLE 8 - DISMISSAL OF CONTRACTOR's EMPLOYEE
At the request of Railroad, Contractor shall remove from Railroad's property any employee of Contractor who fails
to conform to the Instructions of the Railroad Representative in connection with the work on Railroad's property, and any
right of Contractor shall be suspended until such removal has occurred. Contractor shall indemnify Railroad against any
claims arising from the removal of any such employee from Railroad's property.
Contractor's Right of Entry Agreement
Page 2 of 3
Contractors Rght of Entry Agreomenl
Form Approved - AVP Law 0 310 1/2 0 13
ARTICLE 9 - ADMINISTRATIVE FEE
Upon the execution and delivery of this Agreement, Contractor shall pay to Railroad
DOLLARS ($ ) as reimbursement for clerical, administrative and handling
expenses in connection with the processing of this Agreement.
ARTICLE 10 - CROSSINGS; COMPLIANCE WITH MUTCD AND FRA GUIDELINES
A. No additional vehicular crossings (including temporary haul roads) or pedestrian crossings over Railroad's
trackage shall be installed or used by Contractor without the prior written permission of Railroad.
D. Any permanent or temporary changes, including temporary traffic cogtrol, to crossings must conform to
the Manual of Uniform Traffic Control Devices (MUTCD) and any applicable..Federal Railroad Administration rules,
regulalionsand guidelines, and must be reviewed by the Railroad prior to any changes being implemented. In the event
the Railroad is found to be out of compliance with federal safely regulations clue to the ;Contractor's modifications,
negligence, or any other reason arising from the Contractor's presence on the Railroad's properly, the Contractor agrees
to assume liability for any civil penalties Imposed upon the Railroad for such noncompliance.'
ARTICLE 11 - EXPLOSIVES
Explosives or other highly flammable substances shall not be stored or used on Railroad's property without the
prior written approval of Railroad.
IN WITNESS WHEREOF, the parties hereto have duly executed. this agreement In duplicate as of the date first
herein written.
UNION PACIFIC RAILROAD COMPANY
(Federal Tax 101184-6001323)
Name
Title
CONTRACTOR NAME
By
Name
Title
Contractor's flight of Entry Agroement
Page 3 of 3 1 p "�
Vol. __�✓J_. Pg._/ �o2_. j
Contractor's Mg hl of Entry Agreemenl
Form Approved - AVP Law 03/01/2013
EXHIBIT A
TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
RAILROAD LOCATION PRINT
Exhibit A will be a print showing the general location of the work site.
Exhibit A to Contractor's Right of Entry Agreement
Page 1 of 1
VOI,
Contractor's Rig hl of Entry Agreement
Fornt Approved AVP Law 03iD1r2D13
EXHIBIT B
TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
GENERAL TERMS & CONDITIONS
Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING
A. Contractor agrees to notify the Railroad Representative at least ten (10) working days in advance of
Contractor commencing its work and at least thirty (30) working days in advance of proposed performance of any work by
Contractor in which any person or equipment will be within twenty-five (25) feet of any track, of will be near enough to any
track that any equipment extension (such as, but riot limited to, a crane boom) will reach to within twenty -live (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 Irains:. Upon receipt of such lhirly (30) -day
notice, the Railroad Representative will determine and inform Contractor whether a flagman need be present and whether
Contractor needs to implement any special prolective or safely measures. If flagging orother special protective or safely
measures are performed by Railroad, Railroad will bill Contractor for such expenses Incurred by Railroad, unless Railroad
and a federal, state or local governmental entity have agreed that Railroad,Ia to bili such expenses to the federal, state or
local governmental entity. If Railroad will be sending the bills to Contractor, Contractor shall pay such- > 1 1s within thirty
(30) days of Contractor's receipt of billing. If Railroad performs any flagging, or other special. protective or safely
measures are performed by Railroad, Contractor agrees that.Contractbr,is not relieved of any of its responsibilities or
liabilities set forth in this Agreement.
B. The rate of pay per hour for each flagntall,will be the prevailing hourly rate;in effect for an eight-hour day
for the class of flagmen used during regularly assignCdJi6urs and overtime in accordance with Labor Agreements and
Schedules in effect at the time the work is performed:,,' I'll 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 Darmage and Achnimiallation will be included, computed on actual
payroll. The composite charge will be thaprovailing composite cliaige in effect at the time the work is performed One
and one-half limes the current hourly rate is; paid for overtime, Saturdays and Sundays, and two and one-half times
current hourly rate for holidays. Wage rales are subjectjo change, at any time, by law or by agreement between Railroad
and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency.
Additional charges on labor are also'subject to change. If the wage rate or additional charges are changed, Contractor (or
the governmental entity, as applicabie) _shall. pay on the. basis of the*1riew rates and charges.
C. Reimbgrsemenl to Railroad will; be, required, covering the full eight-hour clay during which any flagman is
furnished, unless the. flagman can be assigne to' other Railroad work during a portion of such day, in which event
reimbursement will not be required for the.portioh of fhe;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 s ich'flaginan, to other work , even though Contractor may not be working during such time.
When it becomes necessary for Railroad,to 0161letin and assign an employee to a flagging position in compliance with
union collective bargaining agreements, Contractor must provide Railroad a minimum of five (5) days notice prior to the
cessation of the need for a flagman. If fiyei(5) days notice of cessation is not given, Contractor will still be required to pay
flagging charges for the five (5) day noilce period required by union agreement to be given to the employee, even though
flagging is not required for that period. An additional thirty (30) clays notice must then be given to Railroad if flagging
services are needed again after such five clay cessation notice has been given to Railroad.
Section 2. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED
A. The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of
the Railroad to use and maintain its entire property including the right and power of Railroad to construct, maintain, repair,
renew, use, operate, change, modify or relocate railroad tracks, roadways, signal, communication, fiber optics, or other
wirelines, pipelines and other facilities upon, along or across any or all parts of its properly, all or any of which may be
Exhibil U to Contractor's Right of Entry Agreement
Page 1 of A
Contractors Right of Entry Agreement
Form Approved - AVP Law=() 1 /2 01 3
freely done at any time or times by Railroad without liability to Contractor or to any other party for compensation or
damages.
B. The foregoing grant is also subject to all outstanding superior rights (whether recorded or unrecorded and
including those in favor of licensees and lessees of Railroad's property, and others) and file right of Railroad to renew and
extend the same, and is made without covenant of title or for quiet enjoyment,
Section 3. NO INTERFERENCE WITH OPERATIONS OF RAILROAD AND ITS TENANTS
A. Contractor shall conduct its operations so as not to interfere with the continuous and uninterrupted use
and operation of the railroad tracks and property of Railroad, including without limitation, the operations of Railroad's
lessees, licensees or others, unless specifically authorized in advance by the Railroad Representative. Nothing shall be
done or permitted to be done by Contractor at any lhne that would in any manner impair the safety of such operations.
When not in use, Contractor's machinery and materials shall be kept at least fifty (50) feet.from the centerline of Railroad's
nearest track, and there shall be no vehicular crossings of Railroads tracks except at ezisfing open public crossings,
B. Operations of Railroad and work performed by Railroad personnel and delays in,the work to be performed
by Contractor caused by such railroad operations and work are expected by Contractor, and Contractor agrees that
Railroad shall have no liability to Contractor, or any other person or entity for any Such delays, The Contractor shall
coordinate its activities with those of Railroad and third parties so as to avoid interference with railroad operations. The
safe operation of Railroad train movements and other activities by Railroad lakes precedence overany work to be
performed by Contractor.
Section 4. LIENS
Contractor shall pay in full all persons who perform lab'or.or provide materials for,ttia'work to be performed by
Contractor. Contractor shall not create, permit or suffer-iarty :mechanic'sor.- ialerialmen's liens of any kind or nature to be
created or enforced against any property of Railroad for:any.such workIpe.rformed. Contractor shall indemnify and hold
harmless Railroad from and against any and all liens, claims, domands,'costs or expenses of whatsoever nature in any
way connected with or growing out of such work done, labor performed, or,malerials furnished. If Contractor fails to
promptly cause any lien to be released of record, Railroad .may; at, its election, discharge the lien or claim of lien at
Contractor's expense.
Section 5. PROTECTION OF FIBER OPTIGCABLE SYSTEMS
A. Fiber optic cable systems may be'bUried on Railroad's properly. Protection of the fiber optic cable
systems is of extreme importance since arjy;break could .disrupt service to users resulting in business interruption and
loss of revenue and profits. Contractor shallilotophone Railroad during normal business hours (7:00 a.m. to 9:00 p.m.
Central Time, Monday:thCough Friday,°except holidays) at 1-800.336-9193 (also a 24-hour, 7 -day number for emergency
calls) to determine if fiber optic cable?is buried anywhere on Railroad's property to be used by Contractor. If it is,
Contractor will tefephore the telecommunjcations company(ies) Involved, make arrangements for a cable locator and, if
applicable, for relocation: or other prolectiop, of the fiber optic cable. Contractor shall not commence any work until all
such protection or relocation (if appllcable) has been accomplished.
B. In addition to other inderllpity provisions in this Agreement, Contractor shall indemnify, defend and hold
Railroad harmless from and against all`aosls, liability and expense whatsoever (including, without limitation, attorneys'
fees, court costs and expenses) arislp.0 out of any act or omission of Contractor, Its agents and/or employees, that causes
or contributes to (1) any damage to or destruction of any telecommunications system on Railroad's property, and/or (2)
any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor,
agents and/or employees, on Railroad's properly. Contractor shall not have or seek recourse against Railroad for any
claim or cause of action for alleged loss of profits or revenue or loss of service or other consequential damage to a
telecommunication company using Railroad's property or a customer or user of services of the fiber optic cable on
Railroad's property.
Exhibit a to Contractor's Right of EntryAgreement
Page 2 of 4 7 -
Vol.
F0:1____
._ l g._/�'✓�
—__ .._._._-.__...._.�.-��i
Contractor's Right or Entry Agreement
Form Approved -AVP Law 03/012013
Section 6. PERMITS - COMPLIANCE WITH LAWS
In the prosecution of the work covered by this Agreement, Contractor shall secure any and all necessary permits
and shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work including,
without limitation, all applicable Federal Railroad Administration regulations.
Section 7. SAFETY
A. Safety of personnel, property, rail operations and the public Is of paramount importance in the prosecution
of the work performed by Contractor. Contractor shall be responsible for Initiating, maintaining and supervising all safety,
operations and programs in connection with the work. Contractor shall at a minimum comply with Railroad's safety
standards listed in Exhibit D, hereto attached, to ensure uniformity with file safely standards followed by Railroad's own
forces. As a part of Contractor's safety responsibilities. Contractor shall notify Railroad If Contractor determines that any
of Railroad's safely standards are contrary to good safety practices. Contractor shall furnish copies of Exhibit D to each
of its employees before they enter the job site.
B. Without limitation of the provisions of paragraph A above, Contractor. shall keep the job site free from
safety and health hazards and ensure that its employees are competent and adequately trained in all safely and health
aspects of the job.
C. Contractor shall have proper first aid supplies available o'nithe, job site so tlikprompt first aid services
may be provided to any person injured on the job site. Contractor shall promotly.,notify Railroadofjany:U,S. Occupational
Safely and Health Administration reportable injuries. Coniraclortshall.have' a noddelegable duty to:cohtrol its employees
while they are on the job site or any other property of Railroadjand' to be?certain they do not use, be under the influence
of, or have in their possession any alcoholic beverage, drug or. other substance that'may inhibit the safe performance of
any work.
D. If and when requested by Railroad, Contractor shall deliverlo Railroad a copy of Contractor's safely plan
for conducting the work (the "Safely Plan"). Railroad shall.have.the righi,'btit not the obligation, to require Contractor to
correct any deficiencies in the Safety Plan. The terms of.this'Agreemenf`°'shall control if there are any inconsistencies
between this Agreement and the Safely Plan...:
Section 8. INDEMNITY
A. To the extent no'
.,pro.hibited by applicable stafule,;'Contractor shall indemnify, defend and hold harmless
Railroad, its affiliates, and its and theirofficers, agehts;and employees (individually an "Indemnified Party" or collectively
"Indemnified Parties") from and agalnsf any..and all doss, damage, injury, liability, claim, demand, cost or expense
(including, without limitation, attorney.'s, ctihsullant's and:`Opert's fees, and court costs), fine or penally (collectively,
"Loss") incurred by any .person (including, with6ut limitation, any Indemnified Party, Contractor, or any employee of
Contractor or of any;:fhdemnified Party),arising out of:.:or in any manner connected with (i) any work performed by
Contractor, or (ii) any act or omission of Contractor, its officers, agents or employees, or (iii) any breach of this Agreement
by Contractor.
B. The right to indemnity under this Section 8 shall accrue upon occurrence of the event giving rise to the
Loss, and shall apply regardless of any nggligence or strict liability of any Indemnified Party, except where the Loss is
caused by the sole active negligence of,6 Indemnified Party as established by the final judgment of a court of competent
jurisdiction. The sole active negligencegf any Indemnified Party shall not bar the recovery of any other Indemnified Party,
C. Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions
brought by Contractor's own employees. Contractor waives any Immunity it may have under worker's compensation or
industrial insurance acts to Indemnify the Indemnified Parties under this Section 8. Contractor acknowledges that this
waiver was mutually negotiated by the parties hereto.
D. No court or Jury findings in any employee's suit pursuant to any worker's compensation act or the Federal
Employers' Liability Act against a party to this Agreement may be relied upon or used by Contractor in any attempt to
assert liability against any Indemnified Party.
Exhibit a to Contractor's Richl of Entry Agreement
Page 3olA _�'�
Contractor's Rght of Entry Agreement
Form Approved - AVP Law 0310112013
E. The provisions of this Section 8 shall survive the completion of any work performed by Contractor or the
termination or expiration of this Agreement, In no event shall this Section 8 or any other provision of this Agreement be
deemed to limit any liability Contractor may have to any Indemnified Party by statute or under common law.
Section 9. RESTORATION OF PROPERTY
In the event Railroad authorizes Contractor to take down any fence of Railroad or in any manner move or disturb
any of the other property of Railroad in connection with the work to be performed by Contractor, then in that event
Contractor shall, as soon as possible and at Contractor's sole expense, restore such fence and other property to the same
condition as the some were in before such fence vias taken down or such other property was moved or disturbed.
Conlractor shall remove all of Contractor's tools, equipment, rubbish and other materials from Railroad's property promptly
upon completion of the work, restoring Railroad's property to the same state and condition as when Contractor entered
thereon.
Section 10, WAIVER OF DEFAULT
Waiver by Railroad of any breach or default of any condition, covenant or agreement herein contained to be kept,
observed and performed by Contractor shall in no way impair the right of Railroad to.avail,itself of any remedy for any
subsequent breach or default. _ -,.
Section 11. MODIFICATION - ENTIRE AGREEMENT
No modification of this Agreement shall be effective. unless' made In. hriting and signed by Contractor and
Railroad. This Agreement and the exhibits attached hereto aridrmade a part heiectf_..conslitule the entire understanding
between Contractor and Railroad and cancel and supersede: any prior 7iegatiations,;<understandings or agreements,
whether written or oral, with respect to the work to be performed byConlractpt
Section 12. ASSIGNMENT - SUBCONTRACTING
Contractor shall not assign or subcontract this Agreement,. or can y'In.ter st therein, without the written consent of
the Railroad. Contractor shall be responsible for the acts and omissions iof, all subcontractors, Before Contractor
commences any work, the Contractor shall.. exceptto the extent prohibited by lavi; (1) require each of its subcontractors to
include the Contractor as "Additional Insured',' in the subcontractors Commercial General Liability policy and Business
Automobile policies with respect to all liabilities`orising oul,of the subcontractor's performance of work on behalf of the
Contractor by endorsing these poljcles with ISO Additional Insured Endorsements CG 20 26, and CA 20 48 (or substitute
forms providing equivalent coverage;,(2) require each of its subcontractors to endorse their Commercial General Liability
Policy with "Contractual Liability Railroads':' ISO Form CG 24 17 10 01 (or a substitute form providing equivalent coverage)
for the job site; and (3) require each ofits subcontractors to: endorse their Business Automobile Policy with "Coverage For
Certain Operations In. Connection Wit h:Railroad,s'.' I$0. ForM CA 20 70 10 01 (or a substitute form providing equivalent
coverage) for the job. site.
Exhibit B to Contractor's Right of Entry Agreement
Page 4 of 4
{
Contractor's Rig hl or Entry Agreement
Form Approved - AVP Law 03/0II2013
EXHIBIT C
TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
INSURANCE REQUIREMENTS
Contractor shall, at its sole cost and expense, procure and maintain during the course of the Project and until all
Project work on Railroad's property has been completed and the Contractor has removed all equipment and materials
from Railroad's property and has cleaned and restored Railroad's property to Railroad's satisfaction, the following
insurance coverage:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial general liability (CGL) with a limit of not less than $5,000,000 each occurrence and an aggregate limit
of not less than $10,000,000. CGL insurance must be written on ISO occurrence :form CG 00 01 12 04 (or a
substitute form providing equivalent coverage).
The policy must also contain the following endorsement, which must bastated on the certificate .of.insurance:
• Contractual Liability Railroads 150 farm CG 24 17 10 01 (oi.:a;substftUlte..fonm providing equivalent coverage)
showing "Union Pacific Railroad Company Property':;as the Designated Job Site.
• Designated Construction Project(s) General Aggregate Limit 16.6 Form 66 26 03 97 (or a substitute form
providing equivalent coverage) showing lfte:prcject on'(lip.fomYsohedule.
B. BUSINESS AUTOMOBILE COVERAGE INSURANCE.,
Business auto coverage written on ISO form CA 00..01 10 01 (or a substitute form providing equivalent liability
coverage) with a combined single limitrof.not less '.$5,000;000 for each accident and coverage must Include
liability arising out of any auto (including owned, hired and non -owned autos).
The policy trust contain the. following endorsernents, which;musl be stated on the certificate of insurance:
• Coverage For Certain Operatlons.ln Connection With Railroads ISO form CA 20 70 10 01 (or a substitute
form providing equivalent.coverage)showing "Union Pacific Property" as the Designated Job Site.
• Motor Csfrier Act Endorsement - Haza(dous materials clean up (MCS -90) if required by law.
C. WORKERS' COMPENSATION ANb:EMPLOYFRS' I IARII Iry lMRi IRANCP
Coverage must include buttnot,be limited to:
• Contractor's statutory liabilityunder the workers' compensation laws of the state where the work Is being
performed.
• Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit
$500,000 each employee,
If Contractor is self -Insured, evidence of state approval and excess workers compensation coverage must be
provided,
Coverage must include liability arising out of the U. S. Longshoremen's and Harbor Workers' Act, the Jones Act,
and the Outer Continental Shelf Land Act, if applicable.
Exhibil C to Contractors Right of Entry Agreement
Page i of 3
Vol. _0?33__ Pct -/
Contractor's Right of Entry Agreemant
Form Approved -AVP Law 0310112013
The policy must contain the following endorsement, which must be stated on the certificate of insurance:
Alternate Employer endorsement ISO form WC 00 03 01 A (or a substitute form providing equivalent
coverage) showing Railroad in the schedule as the alternate employer (or a substitute form providing
equivalent coverage).
D. RAILROAD PROTECTIVE LIABILITY INSURANCE
Contractor must maintain "Railroad Protective Liability" (RPL) insurance written on ISO occurrence form
CG 00 35 12 04 (or a substitute form providing equivalent coverage) on behalf of Railroad as named insured, with
a limit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000. The definition of "JOB
LOCATION" and "WORK" on the declaration page of the policy shall refer to this.Agreement and shall describe all
WORK or OPERATIONS performed under this agreement. Contractor.,: shall provide this Agreement to
Contractor's insurance agent(s) and/or broker(s) and Contractor shall instruct such agent(s) and/or broker(s) to
procure the insurance coverage required by this Agreement. A BINDER STATING THE POLICY IS IN PLACE
MUST BE SUBMITTED TO RAILROAD BEFORE THE WORK MAY COMMENCE AND UNTIL THE ORIGINAL
POLICY IS FORWARDED TO UNION PACIFIC RAILROAD.
E. UMBRELLA OR EXCESS INSURANCE
If Contractor utilizes umbrella or excess policies, these, poli cles„must "follow form' and afford no less coverage
than the primary policy.
F. POLLUTION LIABILITY INSURANCE
Pollution liability coverage must be included when'thia scope of. {the work as defined in the Agreement includes
installation, temporary storage, or disposal of any. "hazardous"* material that is injurious in or upon land, the
atmosphere, or any watercourses; or. may cause bodily injuiy,at any /hila.
If required, coverage may be provided in separate policy formroc by endorsement to Contractors CGL or RPL.
Any form coverage must be equivalent to,that'provided in;tSO form CG 24 15 "Limited Pollution Liability Extension
Endorsement” or CG 28 31. "Pollution Exclusion Amendment" with limits of at least $5,000,000 per occurrence
and an aggregate limit of $10!000,000.
If the scope of work as defined in thIS.Agreement includes the disposal of any hazardous or non -hazardous
materials from -the. job site, Contractor -.must furnish to Railroad evidence of pollution legal liability insurance
maintained by -the disposal sito;operator for'los,ses arising from the Insured facility accepting the materials, with
coverage in minimum amounts of!$1 000,000 per toss, and an annual aggregate of $2,000,000.
OTHER REQUIREMENTS
G. All policy(ies) required above (except worker's compensation and employers liability) must include Railroad as
"Additional Insured" using ISOAdditional Insured Endorsements CG 20 26, and CA 20 48 (or substitute forms
providing equivalent coverage). The coverage provided to Railroad as additional insured shall, to the extent
provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage for Railroad's
negligence whether sole or partial, active or passive, and shall not be limited by Contractor's liability under the
indemnity provisions of this Agreement.
H. Punitive damages exclusion, if any, must be deleted (and the deletion Indicated on the certificate of insurance),
unless the law governing this Agreement prohibits all punitive damages that might arise under this Agreement.
Exhibit C to Contractor's Right of Entry Agreement
Page 2 of 3
FOL
Contractor's Right of Entry Agreement
Form Approved • AVP Law 0301/2013
I. Contractor waives all rights of recovery, and its insurers also waive all rights of subrogation of damages against
Railroad and its agents, officers, directors and employees. This waiver must be stated on the certificate of
insurance.
J. Pfior to commencing the work, Contractor shall furnish Railroad with a certificate(s) of insurance, executed by a
duly authorized representative of each insurer, showing compliance with the insurance requirements in this
Agreement.
K. All insurance policies must be written by a reputable insurance company acceptable to Railroad or with a current
Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state where the
work is being performed.
L. The fact that insurance is obtained by Contractor or by Railroad on behatf;of.Contractor will not be deemed to
release or diminish the liability of Contractor, including, without limitation, liability under the indemnity provisions of
this Agreement. Damages recoverable by Railroad from Contractor or any; third party,will not be li nited by the
amount of the required insurance coverage.
Exhibit C to Contractor's Right of Entry Agreement
Page 3 of 3
Z i
Vol, v_� -0 Pa, 9°-
i
Contractor's Right of Entry Agreement
Farm Approved - AVP Law 03/01/2013
EXHIBIT D
TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
MINIMUM SAFETY REQUIREMENTS
The term "employees" as used herein refer to all employees of Contractor as well as all employees of any subcontractor
or agent of Contractor.
CLOTHING
A. All employees of Contractor will be suitably dressed to perform,.th'eir duties safely and in a manner that
will not interfere with their vision, hearing, or free use of (heir handsor feet.
Specifically, Contractor's employees must wear:
(i) Waist -length shirts with sleeves.
(ii) Trousers that cover the entire leg. If flare -legged lydUSers are worn, Ilia:trousorbottoms must be
lied to prevent catching.
(iii) Footwear that covers their ankles and, has a defined heel... Employees working on bridges are
required to wear safety -toed footwear tiiat conforms to the American.'National Standards Institute
(ANSI) and FRA footwear requirements.
B. Employees shall not wear boots (other lhari work boots), sandals, canvas -type shoes, or other shoes that
have thin soles or heels that are higher than normal.
C. Employees must not wear'(oose.or ragged' clothing, .neckties, finger rings, or other loose jewelry while
operating or working on machinery,
PERSONAL PROTECTIVE EQUIPMENT
Contractor shall require its employees to wear personal protective equipment as specified by Railroad rules,
regulations, or recommended or requested by th'e.Railroad Representative.
(i) Hard hat that meetsthe American National Standard (ANSI) Z89.1 — latest revision. Hard hats
should be affixed .With Contractor's company logo or name.
(i) Eye protection that meets American National Standard (ANSI) for occupational and educational
eye and' face, protection, Z87.1 — latest revision. Additional eye protection must be provided to
meetspecificjob situations such as welding, grinding, etc.
(li) Hearing protection, which affords enough attenuation to give protection from noise levels that will
be occurringiori the job site. Hearing protection, in the form of plugs or muffs, must be worn when
employees are within:
• 100 feet of a locomotive or roadway/work equipment
15 feet of power operated tools
150 feel of jet blowers or pile drivers
• 150 feet of retarders in use (when within 10 feet, employees must wear dual ear
protection — plugs and muffs)
(iv) Other types of personal protective equipment, such as respirators, fall protection equipment, and
face shields, must be worn as recommended or requested by the Railroad Representative.
Exhibit D to Contractors Right of Entry Agreement
Page 1 of 3
0
Contractor's Right of Entry Agreement
Form Approved -AVP Law 03/01/2013
Ill, ON TRACK SAFETY
Contractor is responsible for compliance with the Federal Railroad Administration's Roadway Worker Protection
regulations — 40CFR214, Subpart C and Railroad's On -Track Safety rules. Under 49CFR214, Subpart C, railroad
contractors are responsible for the training of their employees on such regulations. In addition to the instructions
contained in Roadway Worker Protection regulations, ail employees must:
(I) Maintain a distance of twenty-five (25) feet to any track unless the Railroad Representative is
present to authorize movements.
(ii) Wear an orange, reflectorized workwear approved by the Railroad Representative.
(iii) Participate In a job briefing that will specify the type of On -Track Safely for the type of work being
performed. Contractor must take special note of limits of track authority, which tracks may or may
not be fouled, and clearing the track. Contractor will also -receive special Instructions relating to
the work zone around machines and minimum distances ;betweeniriachines while working or
traveling.
IV. EQUIPMENT
A. It Is the responsibility of Contractor to ensure that"all equipment isin a safe condition to operate. If, in the
opinion of the Railroad Representative, anyof Conlract6f's.equipme..nt is unsafe for use, Contractor shall
remove such equipment from Railroad's propetty, In addition, Contractor must ensure that the operators
of all equipment are properly tralned.and competent in the.;safe operatlon;of the equipment. In addition,
operators must be:
(i) Familiar and comply with Railroad's rules on loekouptagout of equipment.
(li) Trained in and comply Willi the appllcatite; operating:fules if operating any by -rail equipment on -
track.
(iii) Trained in and comply;with the.applicable air brake rules if operating any equipment that moves
rail carsor any other ralibound equipment.
B. All self-propelledtequipmenl must be :equippedWilli a first-aid kit, fire extinguisher, and audible back-up
warning device.
C. Unless otherwise authorized by"'the; Railroad Representative, all equipment, must be parked a minimum of
twenty-five (25) feet from" any track.' Before leaving any equipment unattended, the operator must stop
the engine and properly'sepure the equipment against movement.
D. Cranes must.be equipped With three orange cones that will be used to mark the working area of the crane
and the minimum cleara.nces:to overhead powerlines.
V. GENERAL SAFETY REQUIREMENTS
A. Contractor shall ensure that all waste is properly disposed of In accordance with applicable federal and
state regulations.
B. Contractor shall ensure that all employees participate in and comply Willi a job briefing conducted by the
Railroad Representative, If applicable. During this briefing, the Railroad Representative will specify sate
work procedures, (including On -Track Safely) and the potential hazards of the job. If any employee has
any questions or concerns about the work, the employee must voice them during the job briefing.
Additional job briefings will be conducted during the work as conditions, work procedures, or personnel
change.
Exhibit D to Conlractoi s Right of Entry Agreement
Page 2 of 3
Vol. _ 3� - Pg.
Conhaclor's Right of Entry Agreement
Form Approved - AVP Law 0310112013
C. All track work performed by Contractor meets the minimum safely requirements established by the
Federal Railroad Administration's Track Safely Standards 49CFR213.
D. All employees comply with the following safety procedures when working around any railroad track:
(i) Always be on the alert for moving equipment. Employees must always expect movement on any
track, at any time, in either direction.
(ii) Do not step or walk on the top of the rail, frog, switches, guard rails, or other track components.
(iii) In passing around the ends of standing cars, engines, roadway machines or work equipment,
leave at least 20 feet between yourself and the end of the equipment. Do not go between pieces
of equipment of the opening is less than one car length (60. feet),
(iv) Avoid walking or standing on a track unless so authorized by the employee in charge.
(v) Before stepping over or crossing tracks, look in both directfowfirst.
(vi) Do not sit on, lie under, or cross between cars except as required in the performance of your
duties and only when track and equipment have been protected against movement.
E. All employees must comply with all federal and slate regulations concerning workplace, safely.
Exhlbil U to Contractor's Right of Entry Agreement
Page 3 of 3
--
BRAZOS COUNTY
COMMISSIONERS' COURT ACTION FORM
DEPARTMENT Road and Bridge DEPT. NUMBER 56001000
DATE OF COURT MEETING: March 8, 2016
ITEM: Consider and take action on acceptance of Saddle Creek Subdivision Phase 9 into the
Brazos County road maintenance system; the roads (Martingale Court and Ranch House Road)
and roadway drainage structures are in compliance with the Brazos County Subdivision and
Development Regulations. Site is located in Precinct 1.
SOURCE OF FUNDS: N/A
NOTES/EXCEPTIONS:
• Brazos County will assume no maintenance responsibility for drainage ways or easements
other than those running parallel to, or across the road/street rights of way. Private
drainage ways and easements shall be maintained by the individual property owners or the
Home Owners Association (HOA).
• Brazos County shall maintain the roadway, shoulders as needed and drainage facilities
which directly drain the roadway and associated ditches.
• The property owners/HOA shall be responsible for mowing and landscape maintenance of
all rights of ways and easements.
• County approved construction November 2012.
SUBMITTED BY:
Pt I
R. Alan Munger,
County Engineer
CC2016
This Request is Approved / (or) Denied
Date:
Vol.
ACKNOWLEDGED BY:
Commissioner Lloyd Wassermann
Precinct 1
by Commissioners' Court
I
DEPARTMENT:
MEETING DATE:
SUBJECT:
10
BRAZOS COUNTY
COMMISSIONERS' COURT
ACTION FORM
Road & Bridge
March 8, 2016
Private Property Access
Request permission to enter private property owned by Richard and Peggy Bienski
located at 5250 Linda Lane. Project will require the County to clean out existing
drainage channel to increase water outflow. Site is located in Precinct 4.
SUBMI'lTED BY: ACKNOWLEDGED BY:
(Q,,o o I
Darrell W. Kolwes Irma Cauley
Right of Way Agent Commissioner P
This request is APPROVED /❑ DENIED by Commissioners' Court
BRAZOS COUNTY
PRIVATE PROPERTY ACCESS FORM
E. Duane Peters
Brazos County Judge
Loyd Wassermann
Commissioner Pct. 1
Sammy Catalan@
Commissioner Pct, 2
Kenny Mallard
Commissioner Pct, 3
Irma Cauley
Commissioner Pct. 4
OWNER(S): Richard & Peggy Bienski - (979) 777-4337
(979) 779-4513
if. ADDRESS: 5288 Linda Lane
Bryan, Texas 77807-9084
III. LOCATION OF WORK: 5250 Linda Lane
R. Alan Munger, P.E.
County Engineer
Brazos County Road & Bridge Dept.
2617 Hwy 21 West
Bryan, Texas 77803
Office : 979-822-2127
Fax 979-775-0453
ramunger@brazoswuntytx.gov
R15307 — Isaac L. Jacques Survey, A-143, Tract 17, 41.5 acres
IV. DESCRIPTION OF WORK: Request permission to enter property to clean out
existing drainage channel. Work will also include installing a driveway culvert.
This work is being done for the health, safety and welfare of the general public.
Additional Comments:
P��L1P►���i:G1Ry�'[�
No X
IF YES, ESTIMATE FREQUENCY OF MAINTENANCE:
I (we) the undersigned owner(s) grant permission to Brazos County the ability to access the
above mentioned private property for roadway maintenance purposes.
Owner's Signature: gjj,J k &c /�r^i✓Y� Date:
R. Alan Munger, P.E.
County Engineer
D�W
Darrell W. Kolwes
Right of Way Agent
voi.._d2_3_3 Pg.. / >�
The State of Texas, County of BRAZOS
We, the undersigned, as County Commissioners within and for Brazos County, and the
Honorable Duane Peters, County Judge of Brazos County, constituting the entire
Commissioners' Court of Brazos County, during a regular meeting of said Court have
examined the foregoing report and have caused an order to be entered upon the Minutes
of the Commissioners' Court of Brazos County approving said Report as presented and
submitted as true and correct by Laura Taylor Davis, Treasurer of Brazos County, as
provided for in the Revised Statutes of the State of Texas. (Texas Local Government
Cade, 114.026) it
Witness my hand this day of May (Jt
, A.D. 2016
azen McQueen
County Clerk, County of BRAZOS, State of Texas
Examined and approved in open Commissioners' Court this t , day of
Treasurer's Report for the MONTH JANUARY 2016
VOL _a_3.?__
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I
131ZA%OS COUNTY, TrXAS
BUDC[:'E AiAIENDiIENT(S) FOR THE 2015-2016 BUDGET YEAR
NO. 15/16 24.1-24.4
On this the Sill (lav of NIarch 2016 at a regular meeting of the Commissioners' Court, the following
members were present:
A. Duane Peters, County.ludge, Presiding
13. Lloyd Wassermann. Cotumissioner. Precinct
C. Sammy Catalena, Commissioner, Precinct 2
1). Kenny Mallard, Commissioner, Precinct 3
E. Irma Ctltll2y, Commissioner. Precinct 4
P. Karen McQueen, County Clerk
The following proceedings were held:
THAT NVIIERLAS, on Sth day of March 2016 the Court heard and approved a budget amendment
for the 2014-201 i budget year for Brazos County, Texas: and
W IiEREAS, expenditure is necessary due to the necessity to meet unusual and unforeseen conditions
Which could not be reasonably included in the original bud_,at adopted S September 2015, the following
amendntcnt(s) to the original budget are hereby authorized, as described on the attached page(s).
ADOPTI?D AND APPROVED this the Sth day of March 2016.
TI IE CONUMISSIONERS COURT OF BR:A%OS COUNTY, TEXAS.
Original: Count}' Clerk's Office and
Attached to the original budget
Vol. _�_ 33 . Fig/ _ 9X
BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
No. 15116 - 24.1
318/2016
FUND DIV ACCT PROD DR/CR ACCOUNT NAME Increase Decrease
4500 (+3000500 SOS90000 CRV'chicles 1,440.00
'1500 63000500 SOS9?S20 DR Vehicles -tail 1,440.00
Ccncr.J Ca >ital I'rdecic -.tail
Reallocation of (ands to pUrchise window tintin,. graphics and the munstall/install of equipment fur Unit 11'_.
BRAMS COUNTY, TEXAS
BUDGETAMENDMENTS
No. 15/16 • 24.2
HPIPA4LL:
FUNDI DIV I
ACCT PROJ DR/CRI ACCOUNT NAME Increase Decrease
0100 365GO 0 1
60360006 tl CR Fumiturc I 1.=5958
0100 36500106 1
673,42000 DR Furniuvc 1.359.55
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Brazos center
Reallocation of funds to )nrcIIDSC items for Elie Brazos Center.
I
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4✓0l 3 �3 _ P,"
BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
No. 15/16 - 24.3
318/2016
FUNDI DIV I ACCT I PROJ I DR/CRI ACCOUNT NAME Increase Decrease
0100 31000100 I 60500000 J CR Equi mens S IT Enhancements 1.570.00
0100 31000100 67257000 DR E Ui men[ - Radios 1,570.00
I
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Juvenile Services
Reallocation Of fetid- to iurchnse nvo additi0ntd rndioS fur the Ddentl0n PSvc11010'w Staff.
I
I
pg. -a°
BRAZOS COUNTY, TEXAS
BUDGET AMENDMENTS
No. 15116 - 24.4
316/2016
FUND -DIV ACCT
PROJ DR/CR
ACCOUNT NAME Increase Decrease
4500 63000500 SOS90000
CR
Vehicles 300.00
4500 63000500 S02S6000
CR
L ui ment -Other 500.00
=IS00 63000500 65950000
DR
Vehicle Maintenance 500.00
4500 63000500 SOS92S00
DR
Vehicles - SO 300.00
General Capital Proiccls - SO
Reallocation of fundS for the install
of S radars in patrol units.
�
{I
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PERSONNEL I�
CHANGE OF STATUS REQUESTS
Commissioner Court Date: March 8, 2016
Department Submitting information: Human Resources
Purpose of Submissions: Consider and Take Action on Change Requests
Department Submitting Employee Request Action Requested
Request(s) Applies To
County Judge Hester, Alexis New Hire
Exposition Complex
Hester, Alexis
Transfer to Another
Dept.
Juvenile Services —Administration
Adams, Alecia
New Hire
Juvenile Services — Detention
Delgado, Elizabeth
Smith, Christina
New Hire
Hew Hire
Juvenile Services — Title IV -E
Varela, Irvin
New Hire
Juvenile Services — TJCP State Aid
Ludwig, Anissa
Resignation
MPO
Rudge, Daniel
New Hire
Sheriff's Administration
Re, Brittany
Transfer to Another
Dept. & Cell Phone
Allowance
Approved in Commissioners' Court: March S. 2016
County Judge's or Commissioner's Sig
(This Copy to be attached to minutes)