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PW15-335 - Original - Union Pacific Railroad Company - S 228th St Union Pacific Grade Separatio - 09/28/2015
is r Records any -ge e -, KENT Document wASH�Ho,an d <ANNLIJ CONTRACT COVER SHEET —� This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Union Pacific Railroad Company Vendor Number: JD Edwards Number Contract Number: This is assigned by City Clerk's Office Project Name: S. 228t:h St. Union Pacific Grade Separation Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: Date of the Mayor's sigature ;Termination Date: Q11LOO~VVY) Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Mark Madfai Department: Engineering Contract Amount: $25,000.00 Approval Authority: (CIRCLE ONE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): Reimbursement agreement for preliminary engineering services for the project._ I As of: 08/27/14 i AUDIT--LZJa1 Folder 2780-23 LEVEE FACILITY CONSTRUCTION & MAINTENANCE AGREEMENT Mile Post: 166.05 Seattle Subdivision Location: Dent, King County, Washington THIS LEVEE FACILITY CONSTRUCTION & MAINTENANCE AGREEMENT (this "Contract") is made and entered into as of the .Y0 day of -,Dp-u w ba,f- , 20 ("Effective Date") by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, ("Railroad") and CITY OF IaNT, WASHINGTON, a municipal corporation of the State of Washington, ("City"). RECITALS: A. In order to improve management of flood conditions, City desires to construct and maintain a levee for the Green River ("Levee Facility") on a portion of Railroad's railroad right of way near Mile Post 166.05 on Railroad's Seattle Subdivision, at Kent, King County, Washington. The Levee Facility will tie into and be located under Railroad's existing embankment supporting Railroad's track and will be continuous across the entire railroad right of way. The portion of Railroad's right of way that will be impacted by the Levee Facility ("Premises") is shown and described on the print dated February 22, 2015, and marked Exhibit "A-1", which Premises shall be further defined and limited as more particularly described below. Construction of the Levee Facility is deemed the "Project". B. City also desires the temporary use of a portion of Railroad's right of way for a temporary construction and staging area to accommodate the Project ("Temporary Use Area"). The Temporary Use Area is shown on the print marked Exhibit "A-2". C. Railroad is a "rail carrier" (as defined in 49 U.S.C. §10102(5) under the Interstate Commerce Commission T ermination Act of 1995). D. Railroad is agreeable to granting City a right to use the Premises for the purposes of performing the Levee Facility Work (defined below), upon the terms and conditions set forth herein. AGREEMENT: NOW, THEREFORE, IT IS AGREED by and between the parties hereto as follows: Article 1. PERMITTED USE OF PREMISES; SCOPE. OF PREMISES. A. In consideration of the terms and conditions herein contained to be fully kept, observed and performed by City, Railroad hereby grants to City, during the term (unless earlier DEC-178104-3 terminated pursuant to the terms hereof), a revocable license to use the Premises solely for the purposes of constructing, inspecting, operating, maintaining, repairing, renewing, reconstructing, and removing the Levee Facility and for no other purpose (collectively, the 'Levee Facility Work"). For the avoidance of doubt, the Levee Facility Work includes all work associated with the Project. The Levee Facility Work shall include, without limitation, the right and obligation of City to cut and remove from, and keep the Premises free and clear of, debris, trash, grass, weeds, bushes and trees. B. In connection with the performance of the Levee Facility Work, City shall not permit any such debris, trash, cut bushes, trees or other vegetation to be abandoned in place or dumped on the Premises or other related property of Railroad. C. Without modifying or expanding the scope of rights granted herein, City shall not place or permit to be placed on the Promises, or on any other related property of Railroad, any flood management items or materials not shown on the 100% Plans (defined below), including without limitation, sandbags, rock, stop logs and stop panels. Such flood management items or materials (or any other improvements) not shown on the 100% Plans are not components of the Levee Facility. D. City acknowledges and agrees that following completion of the Project, the grout curtain and the sheet pile wall components of the Project shall further limit the scope of the Premises as described in this Agreement, as shall more particularly be shown on the 100% Plans. Only the sheet pile wall and grout curtain components of the Levee Facility may encroach into the roadbed, subgrade, and embankment supporting the tracks, and then only (i) as permitted by and shown on the 100% Plans, and (ii) to the extent the same are within the Premises. The portion of the Premises that is within the area occupied by the roadbed, subgrade and embankment shall have an elevation no higher than the top of the grout curtain and sheet pile wall (as measured at any point with reference to such improvements) as permitted by and shown on the 100% Plans, and such improvements once installed shall automatically form the limits of the Premises within such area. For the avoidance of doubt, the portion of the roadbed, subgrade, and embankment area above the top of such grout curtain and sheet pile wall shall not be considered part of the Premises. Additionally, the roadbed, subgrade and embankment are not part of the Levee Facility. E. Railroad hereby grants to City the temporary right to use the Temporary Use Area as a temporary construction and staging area for equipment and material related to the Project. Equipment includes vehicles, tools and machinery. This temporary right to use the Temporary Use Area shall commence on the Effective Date and shall automatically terminate on the earliest to occur of. (1) the date of completion of the Project; (2) December 31, 2019; or (3) the date of termination of this Contract pursuant to the terms and conditions contained herein. F. City shall not permit the Premises to be used for any type of public access, including without limitation, a recreational road, path, trail or any access of any kind by members of the public. i 2 D8G I781494-3 Article 2. CITY TO BEAR ENTIRE EXPENSE AND WORK RESPONSIBILITY. A. The Railroad has no duty or obligation to construct, inspect, operate, maintain, repair, renew, reconstruct or remove the Levee Facility or perform any Levee Facility Work. City shall bear the sole and entire responsibility to perform all Levee Facility Work. B. Railroad has no duty or obligation to contribute money, labor or other resources towards the construction, inspection, operation, maintenance, repair, renewal, reconstruction or removal of the Levee Facility or any other Levee Facility Work. City shall bear the entire cost and expense incurred in connection with the Levee Facility and all Levee Facility Work, including without limitation, reimbursing Railroad for any and all costs and expenses, liabilities, damages or other charges that may be incurred by Railroad in connection therewith, which shall include without limitation, costs for inspection, flagging and other protective services, labor, direct and indirect additives, materials, supplies, overhead charges, supervision, engineering review, permits, equipment and machinery or otherwise, and which shall be reimbursed by City within sixty (60) days after receipt of billing from Railroad. Article 3. TERMS, CONDITIONS,AND EXHIBITS. A. Exhibits "A-1", "A-2", "B", C", "D" and "E" attached hereto, are hereby made a part of this Contract. 1) Exhibit "A-1" - Print depicting the Premises 2) Exhibit "A-2" —Print showing the Temporary Use Area 3) Exhibit "B" —Additional Terms and Conditions 4) Exhibit "C" -Railroad's Current Form of Contractor's Right of Entry Agreement 5) Exhibit "D" —Railroad's hnsurance Requirements 6) Exhibit "E" —Railroad's Special Safety Requirements B. City's use of the Premises is subject to City's compliance with each and all of the terms and conditions set forth in this Contract. Article 4. DEFERRED CONSTRUCTION. City acknowledges that conditions associated with the Levee Facility or Levee Facility Work (including the Project)may cause the complete stabilization (seasoning) of Railroad's track and related facilities to be deferred beyond the completion of the Project or the performance of any other Levee Facility Work, and that Railroad's operations over track and related facilities in the vicinity of the Levee Facility during seasoning periods will impose extraordinary maintenance costs, in the event of caving, sliding, slipping, sinking, failure, deterioration, consolidation or settling of track or related facilities, including without limitation damage to embankments, subgrade, roadbed, rip-rapping, and track alignment, as well as failure, deterioration, settlement and consolidation of tracks or ballast, until a seasoning period is complete. Therefore, City will pay to Railroad, as a part of the consideration for this Contract, all cost of extraordinary maintenance (hereinafter referred to as "Deferred Construction") that would not have occurred but for the existence of the the Levee Facility or the performance of the 3 DFC-17814943 Levee Facility Work (including the Project), and attributed to caving, sliding, slipping, sinking, failure, deterioration, consolidation or settling of track or related railroad facilities in the vicinity of the Levee Facility that occurs during the time period cormnencing immediately following completion of the Project and/or performance of any other Levee Facility Work, and ending two (2) years thereafter, whether performed by Railroad or its contractor. Railroad's costs of Deferred Construction which City shall reimburse are the extra costs, in excess of normal maintenance costs, of maintaining track and related facilities in accordance with Railroad's standards or American Railway Engineering and Maintenance of Way Association ("AREMA") standards, and will include, without limitation, the costs of aligning and surfacing rail and adding ballast and other stabilizing materials. Article 5. TERM; TERMINATION. A. This Contract shall commence on the Effective Date and, unless sooner terminated as set forth in Paragraphs (B) and (C) below, shall continue in full force and effect as long as the Levee Facility remains on the Premises. B. If City fails to cure a default of this Contract for a period of ninety (90) days after City's receipt of written notice from Railroad to City specifying such default, then Railroad, at its option, may forthwith and immediately terminate this Contract by written notice to City. C. If the construction of the Levee Facility is not completed within three (3) years after the Effective Date, Railroad, at its option, may forthwith and immediately terminate this Contract effective ninety (90) days after written notice to City. D. In the event this Contract is terminated, then Railroad, at its option, may require City to promptly remove the Levee Facility and to restore the Premises to AREMA and Railroad's standards, or to the condition they were in as of the Effective Date, in each case to the satisfaction of Railroad. If City fails to promptly perform such removal and restoration obligations, Railroad may elect to perform the removal and restoration, at City's sole expense. E. Termination of this Contract for any reason shall not affect any of the rights or obligations of the parties hereto that may have accrued, or liabilities, accrued or otherwise, that may have arisen prior to the date of termination. Article G. [INTENTIONALLY DELETED.] Article 7. DEFINITION OF CITY AND CONTRACTOR. A. For purposes of this Contract, all references in this Contract to the term "City" shall also include City's contractors, and the subcontractors of such contractors, and its or their officers, agents and employees, and others acting under its or their authority during the Project or while performing Levee Facility Work, 4 DEC-178149,1-3 B. For purposes of this Contract, the term "Contractor" shall mean the contractor or contractors hired by City to perform the Project or any Levee Facility Work on any portion of 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 8. CONTRACTOR. A. Railroad hereby consents to City permitting a Contractor to perform work associated with the Project and any other Levee Facility Work and allowing such Contractor onto the Premises, provided that prior to a Contractor entering Railroad's property, City shall require such Contractor to: 1) execute with Railroad Railroad's then current Contractor's Right of Entry Agreement,the current form of which is attached here as Exhibit "C"; 2) obtain the then current insurance required in such Contractor's Right of Entry Agreement; and 3) provide such insurance policies, certificates, binders and/or endorsements to Railroad. B. City confirms that it will inform its Contractor that such Contractor is required to execute Railroad's Contractor's Right of Entry Agreement and obtain the insurance required thereunder before entering on, or commencing any Levee Facility Work (including any work associated with the Project) on Railroad's property. Under no circumstances will a Contractor be allowed on Railroad's property without first executing the then current Contractor's Right of Entry Agreement and obtaining the then current insurance required therein and also providing to Railroad the insurance policies, binders, certificates and/or endorsements described therein. C. All insurance correspondence, binders, policies, certificates and/or endorsements shall be sent to: Union Pacific Railroad Company Real Estate Department 1400 Douglas Street, Mail,Stop 1690 Omaha, NE 681 79-1 690 Attn: UPRR Folder No.2780-23 Article 9. NO CONSENT OR PERMISSION TO CROSS TRACK. This Contract and any Railroad consent or permission stated herein does not permit City or any Contractor to (A) cross any existing Railroad tracks (except at existing public crossings) with vehicles, equipment, or machinery to access the Premises; or (B) access any portion of Railroad's property other than the Premises and Temporary Use Area. City and/or any Contractor shall be required to obtain a separate written crossing agreement directly with Railroad before crossing any such tracks with vehicles, equipment or machinery to perform the Project or any other Levee Facility Work or to access the Premises. 5 DEC-1781494-3 Article 10. LICENSE AND DOCUMENT PREPARATION FEE. City shall pay upon the execution and return of this Contract, the nonrefundable sums of FIVE THOUSAND DOLLARS ($5,000.00) to cover Railroad's costs to prepare this Contract and SIXTY TWO THOUSAND TWO HUNDRED DOLLARS ($62,200) for the license rights granted to City, ($61,000.00 for use of the Premises and $1,200.00 for use of the Temporary Use Area. Article 11. MODIFICATION — ENTIRE AGREEMENT: TERMINATION OF DRAINAGE FACILITY & WATERWAY AGREEMENT. No waiver, modification or amendment of this Contract shall be of any force or effect unless made in writing, signed by City and Railroad and specifying with particularity the nature and extent of such waiver, modification or amendment. Any waiver by Railroad of any default by City shall not affect or impair any right arising from any subsequent default. This Contract (including the exhibits attached hereto and made a part hereof) constitutes the entire understanding between City and Railroad with respect to the Project or other Levee Facility Work and cancels and supersedes any prior negotiations, understandings or agreements, whether written or oral with respect thereto, including without limitation, the Original Agreement. Without limiting the foregoing, this Contract hereby replaces and supersedes that certain Drainage Facility & Waterway Agreement between City and Railroad, dated as of October 8, 2009 (Folder No. 02584-68), and such agreement is hereby terminated and is without further force and effect (except for those provisions in such agreement that expressly survive termination thereof) effective as of the Effective Date. City agrees to execute and deliver any quitclaim deeds or similar releases of right in such agreement or the property burdened thereby, as reasonably requested by Railroad to document such termination. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed as of the Effective Date. UNION PACIFI'Cf RAILROAD COMPANY By: Printed Name: U TONY K. LOVE Title: Assistant Vice President-Real Estate CITY of KENT, WASIIINGTON ., By:ti { Phnted Nam°€: Title,'/ 6 DEC-1781494-3 EXHIBIT A-1 TO LEVEE FACILITY CONSTRUCTION & MAINTENANCE AGREEMENT [attached hereto] i II DEC-1781494-3 •d AT �" F ga J szg Ip k I, e 1, Fa. LEGENDS NOTE: BEFORE YOU BEGIN ANY WORK" SEE AGREEMENT FOR FIBER OPTIC PROVISIONS. Y.. PREMISES '-""" "' EXHIBIT "A-1 " UPRRCO.R/W OUTLINED........ -� .;- UNION PACIFIC RAILROAD COMPANY KENT, KING COUNTY, WASHINGTON M.P. 166. 1 - SEATTLE SUB. TO ACCOMPANY AGREEMENT WITH CITY OF KENT MAP OWRN V-5 / 2A CADD 0278023 SCALE: 1 " = 100' FILENAME OFFICE OF REAL ESTATE OMAHA, NEBRASKA DATE: 2-22-2015 SCAN X PJB FILE: 0278023 FILENAME '.. EXMBIT A-2 TO LEVEE FACILITY CONSTRUCTION& MAINTENANCE AGREEMENT I [attached hereto] I i DEC-1781494-3 �4s 'fi d x u R t fir, Q• a I I �� vd .�s x s2Ss�ysT i LIECIENDs NOTE: BEFORE YOU BEGIN ANY WORK. SEE _ AGREEMENT FOR FIBER OPTIC PROVISIONS. TEMPORARY CONSTRUCTION AREA ........ EXHIBIT "A-2" UPRRCO.R/W OUTLINED ..... ...•— - —•--••—••— UNION PACIFIC RAILROAD COMPANY KENT, KING COUNTY, WASHINGTON M.P. 166. 1 — SEATTLE SUB. TO ACCOMPANY AGREEMENT WITH CITY OF KENT MAP DWRN V-5 / 2A CADD 0278023 SCALE: 1 " = 100' FILENAME OFFICE OF REAL ESTATE OMAHA, NEBRASKA DATE: 2-22-2015 SCAN FILENAMEX PJB FILE: 0278023 EXIHBIT B TO LEVEE FACILITY CONSTRUCTION & MAINTENANCE AGREEMENT Section 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED. a) This Contract is subject and subordinate to the prior and continuing right and obligation of Railroad to use and maintain its entire property (including the Premises and Temporary Use Area), including without limitation, the right or obligation of Railroad to construct, add, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, roadbed, subgrade, embankment, signal, communication, fiber optics, wirelines, pipelines and other facilities upon, under, over, 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 City or to any other party for compensation or damages. b) This Contract is also subject to all outstanding superior rights (including without limitation those in favor of easement holders, 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. It shall be City's sole obligation to obtain such additional permission, licenses and grants necessary on account of any such existing rights. Section 2. PLANS. a) City shall prepare and submit proposed plans showing design, specifications, and methods of procedure for the Levee Facility, Project and any other Levee Facility Work to Railroad for Railroad's approval, in Railroad's sole discretion, prior to commencing the Project and any other Levee Facility Work on Railroad's property. City shall not commence the Project or any other Levee Facility Work on the Premises before the 100% Plans (defined below) for the Project or any other Levee Facility Work have been approved in writing by Railroad's Vice President Engineering-Design or his designated representative. b) "100% Plans" means the final one hundred percent (100%) completed plans, specifications, methods of procedures, and conditions of approval (including, without limitation, the plans, specifications, methods of procedure, and approval conditions for embankment stepping, drainage, shoring, sheeting and excavations affecting Railroad's right of way, other operations and railroad facilities for the Levee Facility, the Project and an other property, p ) J Y Levee Facility Work that are approved in writing, by Railroad's Vice President Engineering- Design or his authorized representative. The 100% Plans are hereby made a part of this Contract by reference. C The Project, and all other Levee Facility Work, shall be performed (or cause to be performed) by City to the satisfaction of Railroad, and in full conformance with the 100% Plans. No changes in the 100% Plans approved by Railroad may be made without the prior written consent of Railroad's Assistant Vice President Engineering-Design or his authorized representative, which consent may be withheld in Railroad's sole discretion. I� DEC-1 7 8 1 494-3 I d) Railroad shall have the right, if it so elects, as a condition of plan approval, to itself provide or require City to provide, whatever protection and support Railroad deems appropriate for assuring the safety and continuity of its track and railroad operations and facilities during or after completion of Project and any other Levee Facility Work. In the event Railroad itself provides such protection or support, City shall reimburse Railroad for all expenses incurred by Railroad in connection therewith as set forth in Article 2 of this Contract. Conditions of approval may also include without limitation, City's compliance with standards and specifications developed, endorsed or adopted by Railroad and/or AREMA. e) At Railroad's request and upon completion of the Project, City, at its sole expense, shall furnish to Railroad three (3) sets of reproducible or electronic "as constructed" plans for the Levee Facility. f) Notwithstanding Railroad's review and approval of any plans, Railroad is not responsible for the design, functionality, or permitting of the Levee Facility, the Project or any other Levee Facility work. Railroad's plan review and approval is limited to Railroad's perceived impact of the Levee Facility, the Project and any other Levee Facility Work on track and railroad operations and facilities. Railroad makes no representations or warranty whatsoever regarding the 100%Plans, including without limitation any representations or warranty as to their validity, accuracy, legal compliance or completeness. Any reliance by City or others on the 100% Plans is at the risk of City and such other parties. Section 3. 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 affected by the Project and/or any other Levee Facility Work, including without limitation, utilities, fiber optics, pipelines, wirelines, communication lines and fences (collectively, the "Non Railroad Facilities") is required under Section 2. The Non Railroad Facilities plans and specifications shall comply with Railroad's standard specifications and requirements, including, without limitation, ARFMA standards and guidelines. Railroad has no obligation to supply additional land for any Non Railroad Facilities and does not waive its right to assert preemption defenses, challenge the right-to-take, or pursue compensation in any condemnation action, regardless if the submitted Non Railroad Facilities plans and specifications comply with Railroad's standard specifications and requirements. Railroad has no obligation to permit any Non Railroad Facilities to be abandoned in place or relocated on Railroad's property. b) Upon Railroad's approval of submitted Non Railroad Facilities plans and specifications, Railroad will attempt to incorporate them into new agreements or supplements of existing agreements with the 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 the Non Railroad Facilities. The 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 City mutually agree in writing to: I 2 DFC-1781494-3 1. deem the approved Non Railroad Facilities plans and specifications tobea pant of the 100% Plans pursuant to Section 2; 2, deem the Non Railroad Facilities work part of the Project work and/or other Levee Facility Work; and 3. supplement this Contract with terms acid conditions covering the Non Railroad Facilities, as applicable. Section 4. PERMITS. City, at its sole expense, shall be required to obtain all federal, state and local permits that may be required for the Levee Facility, the Project and any other Levee Facility Work. By executing this Contract, Railroad does not consent to, or subordinate its railroad operations or facilities to, any permit conditions imposed by any government entity. City is not Railroad's agent or authorized to consent to permit conditions on behalf of Railroad. Section 5. CONSTRUCTION. MAINTENANCE AND OPERATION. a) City, at its sole expense, shall keep and operate the Levee Facility in a good, structurally adequate and safe condition. City shall keep the Premises free and clear of vegetation, debris, trash, sediment or obstructive matter which may or could interfere with or impede the proper functioning of drainage, the Levee Facility or Railroad's trains, property, facilities or operations. b) City shall not cross Railroad's track with any equipment except at existing, open public crossings, unless Railroad and City have made a separate written crossing agreement that is in force at the time of crossing the tracks and which allows equipment to cross track to the Premises. When not in use, City's and/or Contractors' equipment and materials shall be kept at least twenty-five (25) feet from the centerline of the nearest railroad track. Fgquipment includes without limitation vehicles, tools and machinery. c) During the performance of the Project or any other Levee Facility Work, City shall not excavate on any embankment or near the toe of any embankment which supports or stabilizes a track or other railroad facility without prior written plan approval of Railroad. In the event of any instability or settlement of such embankment, track or railroad facility related to any excavation for the Project or any other Levee Facility Work, City, at its sole expense, shall restore Railroad's embankment to its proper grade, slope, composition and dimensions. Railroad may elect to restore such embankment, tracks and railroad facilities using Railroad's work force and material at City's sole expense. d) City shall protect at all times Railroad's personnel, trains, property, facilities and operations, including without limitation the track and all of its support components, from damage related to or arising from the Levee Facility, the Project or any other Levee Facility Work. Railroad has the right to require and furnish at City's sole expense all flagging and/or other protection which, in Railroad's sole judgment, are appropriate or desirable for promoting the 3 DEC-1781494-3 I I continuity of railroad operations and/or the safety of Railroad's personnel, trains, property, facilities, and operations. Section 6. NOTICE OF COMMENCEMENT OF WORK, FLAGGING. a) City agrees to notify Railroad's Manager of Track Maintenance for the Seattle Subdivision ("Railroad Representative") at least fifteen (15) days in advance of City commencing the Project or any other Levee Facility Work, and at least thirty (30) days in advance of the proposed performance of any activity or work in which any person or equipment will be within twenty-five (25) feet of any track, or will be near enough to any track that any equipment extension (including without limitation a crane boom) can reach to within 25 feet of any track. In an emergency situation requiring immediate attention, City shall provide as much notice as practicable to Railroad Representative before commencing any work or activity permitted by this Contract, and in no event will City or any Contractor access any Railroad property within twenty-five (25) feet of any track until Railroad advises City it is safe to do so. Equipment includes without limitation vehicles, tools, and machinery. City may call Railroad's Response Management Communication Center ("RMCC") at 1-888-877-7267 during emergency situations for assistance in contacting Railroad Representative. b) Upon receipt of the notice required by Paragraph (a) of this Section 6, Railroad Representative will determine and inform City whether a flagman need be present and whether City need implement any special protective or safety measures. If any flagmen or other special protective or safety measures are performed by Railroad, such services will be provided at City's expense with the understanding that if Railroad provides any flagging or other services, City shall not be relieved of any of its responsibilities or liabilities set forth herein. c) City shall prohibit all work and activity within twenty-five (25) feet of a track's centerline during the times that flagging or other special protective or safety measures required by Railroad Representative are not present or active at the activity or work site. d) City acknowledges that: i) a flagman is paid one and one-half times the current hourly rate for overtime, Saturdays and Sundays; and two and one-half times current hourly rate for holidays. ii) a flagman's wage rates are subject to change, at any time, by law or by agreement between Railroad and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized government agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, City 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 a flagman is furnished, unless he or she 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 work. 4 DEC-1 7 8 14 94-3 Reimbursement will also be required for any day not actually worked by said flagman following his assignment to work on the Project or the Levee Facility 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 City may not be working during such time. e) All expenses connected with the furnishing of a flagman or other special protective or safety measures shall be at the sole cost and expense of the Contractor and City. City may elect to have Railroad initially send bills for such expenses to the Contractor. For projects having duration beyond thirty (30) days, Railroad may bill such expenses on an j installment basis as work progresses. Railroad and shall have one hundred eighty (180) days to calculate and send final billing for such expenses to City or Contractor after Railroad has been notified in writing by City that the applicable project work has been completed (whether it be work associated with the Project or with other Levee Facility Work). City or Contractor shall pay the progressive and final billing within thirty (30) days after its receipt of billing. City shall pay Railroad for all bills which are initially to be billed to City or which Contractor has not paid, within thirty (30) days after City's receipt of billing. Section 7. REINFORCEMENT, MODIFICATION, RELOCATION OF LEVEE FACILITY. a) This Contract and permission herein provided is subject to the needs and requirements of Railroad in the operation of its railroad and in the improvement and use of its property, and City shall, at the sole expense of City, reinforce or modify the Levee Facility, as Railroad may designate, whenever, in the furtherance of Railroad's needs and requirements, Railroad shall find such action necessary or desirable. b) In connection with the operation of its railroad and/or in furtherance of its common carrier obligations, Railroad in its sole and absolute discretion may, in the future, expand, repair, replace, modify and/or improve its existing facilities on and/or near the Premises. To the extent that such future Railroad expansion or improvement requires the modification or relocation of the Levee Facility, City, at City's sole cost and expense, shall, at Railroad's direction,modify or relocate the Levee Facility in order to accommodate Railroad's activities. c) All the terms and conditions herein expressed with reference to the Levee Facility on the Premises shall, so far as the Levee Facility remains on Railroad's property, apply to the Levee Facility as modified or relocated within the contemplation of this section. Section S. NO INTERFERENCE WITH RAILROAD'S OPERATION AND SAFETY, The Levee Facility shall be kept in such condition, and all Levee Facility Work (including work associated with the Project) within and outside of the limits of the property of Railroad shall be performed in such a manner, as to prevent any and all interference whatsoever with the constant, continuous and uninterrupted use of the tracks, property and facilities of Railroad, and nothing shall be done or suffered to be done by City at any time that would in any manner impair the safety thereof. 5 DECAM494-3 Section 9. PROTECTION OF FIBER OPTIC CABLE SYSTEMS. a) Fiber optic cable systems may be buried on Railroad's property. Protection of the fiber optic cable systems is of extreme importance because any break could disrupt service to users resulting in business interruption and loss of revenue and profits. City shall telephone Railroad at 1-800-336-9193 (a 24-hour number) to determine if fiber optic cable is buried anywhere on the portion of Railroad's right of way to be used by City. If it is, City will telephone the telecommunications corripany(ies) involved, arrange for a cable locator, make arrangements for relocation or other protection of the fiber optic cable, and will commence no work on Railroad's right of way until all such protection or relocation has been accomplished. b) In addition to other indemnity provisions in this Contract, City shall indemnify and hold Railroad harmless from and against all costs, liability and expense whatsoever (including, without limitation, attomeys' fees, court costs and expenses) arising out of any act or omission of City or the Contractors, or their respective agents and/or employees that causes or contributes to (1) any damage to or destruction of any telecommunications system on Railroad's property, and (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. City 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 10. CLAIMS AND LIENS FOR LABOR AND MATERIAL: TAXES. a) City shall fully pay for all materials, work and labor placed or performed on Railroad's property in coimection with the Levee Facility or Levee Facility Work, and shall not permit or suffer any mechanic's or material man's lien of any kind or nature to be enforced against Railroad's property for any labor performed, work done or materials furnished thereon at the insistence or request or on behalf of City. City shall indemnify and hold harmless Railroad against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in any way connected with or growing out of such work done, labor performed, or materials furnished. b) City shall promptly pay or discharge all taxes, charges and assessments levied upon, in respect to, or on account of the Levee Facility, to prevent the same from becoming a charge or lien upon Railroad's property, and so that the taxes, charges and assessments levied upon or in respect to Railroad's property shall not be increased because of the location, construction, operation or maintenance of the Levee Facility or any improvement, appliance or fixture connected therewith placed upon Railroad's property, or on account of any City interest therein. Where such tax, charge or assessment may not be separately made or assessed to City, but shall be included in the assessment of Railroad's property, then City shall pay to Railroad an equitable proportion of such taxes, charges and assessments determined by the value of City's property upon property of Railroad as compared with the entire value of such property. 6 DEC-1781494-3 Section 11. RESTORATION OF RAILROAD'S FENCES AND FACILITIES. In the event Railroad authorizes City to take down any fence of Railroad or in any manner move or disturb any other facility of Railroad in connection with the Levee Facility or Levee Facility Work, then in that event City shall, as soon as possible and at City's sole expense, restore such fence and other facility to the same condition as the same were in before such fence was taken down or such other facility was moved or disturbed, and in addition to any other indemnification provision of this Contract, City shall indemnify and hold harmless Railroad, its directors, officers, agents and employees, against and from any and all liability, loss, damages, claims, demands, costs and expenses of whatsoever nature, including without limitation, attorneys' fees, court costs and expenses) which may result from injury to or death of persons whomsoever, or damage to or loss or destruction of property whatsoever, when such injury, death, damage, loss or destruction grows out of or arises from the taking down of any fence or the moving or disturbance of any other facility of Railroad. Section 12. INDEMNITY. a) As used in this Section, "Railroad" includes other railroad companies using Railroad's property at or near the location of the Levee Facility and their directors, officers, agents, and employees; "Loss" includes loss, damage, claims, demands, actions, causes of action, penalties, costs, and expenses of whatsoever nature, including court costs and expenses and attorneys' fees, which may result from: (i) injury to or death of persons whomsoever (including without limitation Railroad's, City's and any Contractor's officers, agents, and employees, as well as any other person); and (ii) damage to or loss or destruction of property whatsoever (including without limitation City's property, any Contractor's properly, adjacent property and crops, Railroad's embankment, subgrade, roadbed, tracks, equipment, and other property, and property in Railroad's care or custody). b) To the extent it may lawfully do so, City agrees to assume the risk of loss or damage to the Levee Facility and to (i) release, defend, indemnify and hold harmless Railroad from, and (ii) otherwise be directly responsible to Railroad for, any Loss that is due to or arises, in whole or in part, from (1) the construction, inspection, operation, maintenance, repair, reconstruction, renewal, removal, modification, use or existence of the Levee Facility and appurtenances thereto, or any use of the Premises, including without limitation any break in the Levee Facility or any leakage, flow of water or flooding from, through, under or around the Levee Facility, or any other Loss resulting from or related to any property conditions caused by such use or operation on or about the Premises (e.g., negative drainage, standing water or other drainage impacts affecting the Railroad's property that result or arise from the-Levee Facility), or (2) City's failure to comply with or perform any of the terns and conditions set forth in this Contract;provided, however, that the foregoing indemnification provisions shall not apply to any claims, damages, costs and expenses that have been fully compensated for through the insurance coverage required of City or Contractor by this Contract. The foregoing assumption of risk and indemnification provisions shall apply in all situations, including without limitation situations where the Loss is caused in whole or pant by Railroad's negligence, except to the extent that the Loss is caused by the sole and direct gross negligence of Railroad. This indemnification 7 DEC-1781494-3 provision shall not be construed as waiving any immunity granted to City wider state statute, including, but not limited to Chapter 86.12 RCW. c) Any liability of any party hereunder to one of its employees under any Workers' Compensation Act or the Federal Employers' Liability Act shall not be questioned or in any way challenged by the other party, nor shall any jury or court findings, resulting from any employee's suit against either party pursuant to any such act(s), be relied upon or used by either party in any attempt to assert common law liability against the other. Section 13. COMPLIANCE WITH LAWS. City shall comply with all applicable federal, state and local laws, regulations and enactments affecting the Levee Facility and Levee Facility Work. City shall use only such methods as are consistent with the safety of City, Contractor and Railroad, and their officers, agents, employees, Railroad's property, and the public in general. City (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 activity or work is performed on Railroad's property. If any failure by City to comply with, or cause compliance with, any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed or charged against Railroad, City shall reimburse and indemnify Railroad for any such fine, penalty, cost or charge, including without limitation attorneys' fees, court costs and expenses. City further agrees in the event of any such action, upon notice thereof being provided by Railroad, to defend such action free of cost, charge, or expense to Railroad. Section 14. SUPERVISION BY CITY. City, at its sole expense, shall fully and closely supervise the Project and the performance of any other Levee Facility Work on Railroad's property. City's responsibility for safe conduct and adequate policing and supervision is not lessened or otherwise affected by Railroad's approval of any plans, Railroad's performance of any work (including without limitation Railroad's collaboration in performance of any Levee Facility Work), or by the presence of Railroad's persormel at or near the Levee Facility, or by City's or a Contractor's compliance with any requests or recommendations made by Railroad's Representative or other Railroad personnel. Section 15. RAILROAD MAY SHUT DOWN WORK AND REMEDY DISTRUPTION. a) Railroad shall have the right to immediately shut down all Levee Facility Work on Railroad's property and require the removal of all persons, material, vehicles and equipment from such property without Railroad incurring any liability to City, Contractor or any other person or entity, if a phase of Levee Facility Work: i) has not been completed, or appears to Railroad that it cannot be completed, within a respective work window that has been approved by Railroad; or 8 DEC-1781494-3 ii) is being conducted in an unsafe manner, or in a manner that is inconsistent with or in breach of this Contract; or M) is being conducted in a manner which violates government law, rules or regulations, including without limitation Federal Railroad Administration or Occupational Safety and Health Administration rules and regulations. b) City agrees that if City or any of its Contractors are unable or appears not likely to quickly remedy any disruption to Railroad's operations beyond any authorized work window, then Railroad, at City's expense, has the right (but not the obligation) to immediately use Railroad's personnel and equipment (or contracted personnel and equipment) to remedy or reduce the disruption. Section 16. SITE TO BE LEFT NEAT AND CLEAN. Upon completion of Project and any other Levee Facility Work, City shall remove from Railroad's property all machinery, equipment, temporary structures, debris and rubbish related to the Project or any other Levee Facility Work and leave Railroad's property in a neat and clean condition satisfactory to Railroad. Section 17. OWNERSHIP OF THE LEVEE FACILITY. City shall be the sole owner of the Levee Facility. However, Railroad may elect to take ownership of the Levee Facility in the event this Contract is terminated as provided above, and in such event the Levee Facility will no longer be deemed a levee. As noted above, the Railroad's roadbed, subgrade and embankment supporting the tracks are not part of the Levee Facility. Section 18. RAILROAD NOT TO BEAR ANY COST. It is expressly made a condition of this Contract that Railroad is not obligated to bear any costs (whether direct or indirect) with respect to the Levee Facility,the Project or any Levee Facility Work. Section 19. WAIVER OF BREACH. The waiver by Railroad of the breach of any term, condition, or covenant herein contained to be kept, observed and performed by City shall in no way impair the right of Railroad to avail itself of any remedy for any subsequent breach thereof. 9 DEC-1781494-3 Section 20. CONTRACT NOT TO BE ASSIGNED. City shall not assign this Contract, in whole or in part, or any rights herein granted, without the prior written consent of Railroad (which consent shall be in the Railroad's sole and absolute discretion), and it is agreed that any transfer or assignment or attempted transfer or assigmment of this Contract or any of the rights herein granted, whether voluntary, by operation of law, or otherwise, without such prior consent in writing, shall be absolutely void and, at the option of Railroad, shall tenninate this Contract. Section 21. SUCCESSORS AND ASSIGNS. Subject to the provisions of Section 20 hereof, this Contract shall be binding upon and inure to the benefit of the panties hereto, their heirs, executors, administrators, successors and assigns. Section 22. NOTICES. Any notices required or desired to be given under this Contract shall be in writing and personally served, given by overnight express delivery, or sent by United States Postal Service mail. Electronic transmission of notices shall be deemed valid only to the extent they are (a) actually received by the individual to whom addressed and (b) followed by delivery of actual notice in a manner described above within three (3) business days thereafter. Any notice given by mail shall be sent, postage prepaid, by certified mail, return receipt requested, addressed to the receiving party at the following address or at such other address as the party may from time to time direct in writing: Railroad: Union Pacific Railroad Company Attn: Director - Right of Way Contracts 1400 Douglas Street, Mail Stop 1690 Omaha,Nebraska 68179 City: City of Kent, Washington Attn: Public Works Director Public Works Department 220 Fourth Avenue Kent, Washington 98032 Express delivery notices shall be deemed to be given upon receipt. Postal notices shall be deemed to be given upon deposit with the United States Postal Service. 10 DF.C-17R1494-3 EXHIBIT C CONTRACTOR'S RIGHT OF ENTRY AGREEMENT THIS AGREEMENT is made and entered into as of the day of 20 by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Railroad"); and a corporation ("Contractor"). RECITALS: Contractor has been hired by to perform work relating to (the "work"), with all or a portion of such work to be performed on property of Railroad in the vicinity of Railroad's Milepost on Railroad's [Subdivision] [Branch] [at or near DOT No. ] located at or near in County, State of as such location is in the general location shown on the print marked Exhibit 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 the location described above subject to the terms and conditions contained in this Agreement AGREEMENT: NOW,THEREFORE, it is mutually agreed by and between Railroad and Contractor, as follows: ARTICLE 1 - DEFINITION OF CONTRACTOR. For purposes of this Agreement, all references in this agreement to Contractor shall include Contractor's contractors, subcontractors, officers, agents and employees, and others acting under its or their authority. ARTICLE 2 - RIGHT GRANTED; PURPOSE. Railroad hereby grants to Contractor the right, during the term hereinafter stated and upon and subject to each and all of the terms, provisions and conditions herein contained, to enter upon and have ingress to and egress from the property described in the Recitals for the purpose of performing 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 Representative named in Article 4, ARTICLE 3 - TERMS AND CONDITIONS CONTAINED IN EXHIBITS B. C AND D. DEC-1781494-3 i 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. B. Contractor shall coordinate all of its work with the following Railroad representative or his or her duly authorized representative (the "Railroad Representative"): I C. Contractor, at its own expense, shall adequately police and supervise all work to be performed by Contractor and shall ensure that such work is performed in a safe manner as set forth in Section 7 of Exhibit B. The responsibility of Contractor for safe conduct and adequate policing and supervision of Contractor's work shall not be lessened or otherwise affected by Railroad's approval Of plans and specifications involving the work, or by Railroad's collaboration in performance of any work, or by the presence at the work site of a Railroad Representative, or by compliance by Contractor with any requests or recommendations made by Railroad Representative. ARTICLE 5 - 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 4B 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. ARTICLE 6 - TERM: TERMINATION. A. The grant of right herein made to Contractor shall commence on the date of this Agreement, and continue until , unless sooner terminated as herein provided, or at such time as Contractor has completed its work on Railroad's property, whichever is earlier. Contractor agrees to notify the Railroad Representative in writing when it has completed its work on Railroad's property. B. This Agreement may be terminated by either party on ten (10) days written notice to the other party. ARTICLE 7 - CERTIFICATE OF INSURANCE. A. Before commencing any work, Contractor will provide Railroad with the (i) insurance binders, policies, certificates and endorsements set forth in Exhibit C of this Agreement, and (ii) the insurance endorsements obtained by each subcontractor as required under Section 12 of Exhibit B of this Agreement. B. All insurance correspondence, binders, policies, certificates and endorsements shall be sent to: Union Pacific Railroad Company [Insert mailing address] Attn: Folder No. ARTICLE 8 - DISMISSAL OF CONTRACTOR's EMPLOYEE. 2 At the request of Railroad. Contractor shall remove from Railroad's property any employee of Contractor who fails to conform to the instructions of the Railroad Representative in connection with the work on Railroad's property, and any right of Contractor shall be suspended until such removal has occurred. Contractor shall indemnify Railroad against any claims arising from the removal of any such employee from Railroad's property. ARTICLE 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. B: Any permanent or temporary changes, including temporary traffic control, to crossings must conform to the Manual of Uniform Traffic Control Devices (MUTCD) and any applicable Federal Railroad Administration rules, regulations and guidelines, and must be reviewed by the Railroad prior to any changes being implemented. In the event the Railroad is found to be out of compliance with federal safety regulations due to the Contractor's modifications, negligence, or any other reason arising from the Contractor's presence on the Railroad's property, the Contractor agrees to assume liability for any civil penalties imposed upon the Railroad for such noncompliance. 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 By: Title: (Name of Contractor) By: Title: 3 EXHIBIT A TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Exhibit A will be a print showing the general location of the work site. i DEC-1781494-3 EXHIBIT B TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT 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, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track. No work of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within twenty-five (25) feet of any of Railroad's track(s) at any time, for any reason, unless and until a Railroad flagman is provided to watch for trains. Upon receipt of such thirty (30)-day notice, the Railroad Representative will determine and inform Contractor whether a flagman need be present and whether Contractor needs to implement any special protective or safety measures. If flagging or other special protective or safety measures are performed by Railroad, Railroad will bill Contractor for such expenses incurred by Railroad, unless Railroad and a federal, state or local governmental entity have agreed that Railroad is to bill such expenses to the federal, state or local governmental entity. If Railroad will be sending the bills to Contractor, Contractor shall pay such bills within thirty (30) days of Contractor's receipt of billing. If Railroad performs any flagging, or other special protective or safety measures are performed by Railroad, Contractor agrees that Contractor is not relieved of any of its responsibilities or liabilities set forth in this Agreement. B. The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight-hour day for the class of flagmen used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the work is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between Railroad and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Contractor(or the governmental entity, as applicable) shall pay on the basis of the new rates and charges. C. Reimbursement to Railroad will be required covering the full eight-hour day during which any flagman is furnished, unless the flagman can be assigned to other Railroad work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the flagman is engaged in other Railroad work. Reimbursement will also be required for any day not actually worked by the flagman following the flagman's assignment to work on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by assignment of such flagman to other work , even though Contractor may not be working during such time. When it becomes necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Contractor must provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a flagman. If five (5) days notice of cessation is not given, Contractor will still be required to pay flagging charges for the five (5) day notice period required by union agreement to be given to the employee, even though flagging is not required for that period. An additional 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, modify or relocate railroad tracks, roadways, signal, communication, fiber optics, or other wielines, pipelines and other facilities upon, along or across any or all parts of its property, all or any of which may be I Exhibit B Page 1 of 4 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 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 public crossings. B. Operations of Railroad and work performed by Railroad personnel and delays in the work to be performed by Contractor caused by such railroad operations and work are expected by Contractor, and Contractor agrees that Railroad shall have no liability to Contractor, or any other person or entity for any such delays. The Contractor shall coordinate its activities with those of Railroad and third parties so as to avoid interference with railroad operations. The safe operation of Railroad train movements and other activities by Railroad takes precedence over any work to be performed by Contractor. Section 4. LIENS. Contractor shall pay in full all persons who perform labor or provide materials for the work to be performed by Contractor. Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be created or enforced against any property of Railroad for any such work performed. Contractor shall indemnify and hold harmless Railroad from and against any and all liens, claims, demands, costs or expenses of whatsoever nature in any way connected with or growing out of such work done, labor performed, or materials furnished. If Contractor fails to promptly cause any lien to be released of record, Railroad may, at its election, discharge the lien or claim of lien at Contractor's expense. Section 5. PROTECTION OF FIBER OPTIC CABLE SYSTEMS. A. Fiber optic cable systems may be buried on Railroad's property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. Contractor shall telephone Railroad during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday, except holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency calls) to determine if fiber optic cable is buried anywhere on Railroad's property to be used by Contractor. If it is, Contractor will telephone the telecommunications company(ies) involved, make arrangements for a cable locator and, if applicable, for relocation or other protection of the fiber optic cable. Contractor shall not commence any work until all such protection or relocation (if applicable) has been accomplished. b. In addition to other indemnity provisions in this Agreement, Contractor shall indemnify, defend and hold Railroad harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses) arising out of any act or omission of Contractor, its agents and/or employees, that causes or contributes to (1) any damage to or destruction of any telecommunications system on Railroad's property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Railroad's property. Contractor shall not have or seek recourse against Railroad for any claim or cause of action for alleged loss of profits or revenue or loss of service or other consequential damage to a telecommunication company using Railroad's property or a customer or user of services of the fiber optic cable on Railroad's property. Exhibit B Page 2 of 4 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 the safety standards followed by Railroad's own forces. As a part of Contractor's safety responsibilities. Contractor shall notify Railroad if Contractor determines that any of Railroad's safety standards are contrary to good safety practices. Contractor shall furnish copies of Exhibit D to each of its employees before they enter the job site. B. Without limitation of the provisions of paragraph A above, Contractor shall keep the job site free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the job. C. Contractor shall have proper first aid supplies available on the job site so that prompt first aid services may be provided to any person injured on the job site. Contractor shall promptly notify Railroad of any U.S. Occupational Safety and Health Administration reportable injuries. Contractor shall have a nondelegable duty to control its employees while they are on the job site or any other property of Railroad, and to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug or other substance that may inhibit the safe performance of any work. D. If and when requested by Railroad, Contractor shall deliver to Railroad a copy of Contractor's safety plan for conducting the work (the "Safety Plan"). Railroad shall have the right, but not the obligation, to require Contractor to correct any deficiencies in the Safety Plan. The terms of this Agreement shall control if there are any inconsistencies between this Agreement and the Safety Plan. Section 8. INDEMNITY. A. To the extent not prohibited by applicable statute, Contractor shall indemnify, defend and hold harmless Railroad, its affiliates, and its and their officers, agents and employees (individually an "Indemnified Party" or collectively "Indemnified Parties") from and against any and all loss, damage, injury, liability, claim, demand, cost or expense (including, without limitation, attorneys, consultant's and expert's fees, and court costs), fine or penalty (collectively, "Loss") incurred by any person (including, without limitation, any Indemnified Party, Contractor, or any employee of Contractor or of any Indemnified Party) arising out of or in any manner connected with (i) any work performed by Contractor, or(ii) any act or omission of Contractor, its officers, agents or employees, or(iii) any breach of this Agreement by Contractor. b. The right to indemnity under this Section 8 shall accrue upon occurrence of the event giving rise to the Loss, and shall apply regardless of any negligence or strict liability of any Indemnified Party, except where the Loss is caused by the sole active negligence of an Indemnified Party as established by the final judgment of a court of competent jurisdiction. The sole active negligence of any Indemnified Party shall not bar the recovery of any other Indemnified Party. C. Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions brought by Contractor's own employees. Contractor waives any immunity it may have under worker's compensation or industrial insurance acts to indemnify 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 8 Page 3 of 4 i e. The provisions of this Section 8 shall survive the completion of any work performed by Contractor or the termination or expiration of this Agreement. In no event shall this Section 8 or any other provision of this Agreement be deemed to limit any liability Contractor may have to any Indemnified Party by statute or under common law. Section 9. RESTORATION OF PROPERTY. In the event Railroad authorizes Contractor to take down any fence of Railroad or in any manner move or disturb any of the other property of Railroad in connection with the work to be performed by Contractor, then in that event Contractor shall, as soon as possible and at Contractor's sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed. Contractor shall remove all of Contractor's tools, equipment, rubbish and other materials from Railroad's property promptly upon completion of the work, restoring Railroad's property to the same state and condition as when Contractor entered thereon. Section 10. WAIVER OF DEFAULT. Waiver by Railroad of any breach or default of any condition, covenant or agreement herein contained to be kept, observed and performed by Contractor shall in no way impair the right of Railroad to avail itself of any remedy for any subsequent breach or default. Section 11. MODIFICATION - ENTIRE AGREEMENT. No modification of this Agreement shall be effective unless made in writing and signed by Contractor and Railroad. This Agreement and the exhibits attached hereto and made a part hereof constitute the entire understanding between Contractor and Railroad and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral, with respect to the work to be performed by Contractor. Section 12. ASSIGNMENT-SUBCONTRACTING. Contractor shall not assign or subcontract this Agreement, or any interest therein, without the written consent of the Railroad. Contractor shall be responsible for the acts and omissions of all subcontractors. Before Contractor commences any work, the Contractor shall, except to the extent prohibited by law; (1) require each of its subcontractors to include the Contractor as "Additional Insured" in the subcontractor's Commercial General Liability policy and Business Automobile policies with respect to all liabilities arising out of the subcontractor's performance of work on behalf of the Contractor by endorsing these policies with ISO Additional Insured Endorsements CG 20 26, and CA 20 48 (or substitute forms providing equivalent coverage; (2) require each of its subcontractors to endorse their Commercial General Liability Policy with "Contractual Liability Railroads" ISO Form CG 24 17 10 01 (or a substitute form providing equivalent coverage) for the job site; and (3) require each of its subcontractors to endorse their Business Automobile Policy with "Coverage For Certain Operations In Connection With Railroads" ISO Form CA 20 70 10 01 (or a substitute form providing equivalent coverage)for the job site. Exhibit B '.. Page 4 of 4 l EXHIBIT C TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Union Pacific Railroad Company Insurance Provisions For Contractor's Right of Entry Agreement Section 1. REQUIRED INSURANCE. City shall, at its sole cost and expense, (except for Railroad Protective Liability Insurance required in Paragraph D), procure and maintain in effect during the entire term of this Contract the following insurance coverage. City shall procure and maintain, or cause to be procured and maintained by its Contractor, at its sole cost and expense, Railroad Protective Liability Insurance coverage described in Paragraph D during any period of construction, maintenance, repair, renewal, reconstruction or removal work. A. Commercial General Liability insurance. Commercial general liability (CGL) with a limit of not less than $5.000,000 each occurrence and an aggregate limit of not less than $10,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage). The policy must also contain the following endorsement, which must be stated on the certificate of insurance: • Contractual Liability Railroads ISO form CG 24 17 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Railroad Company Property" as the Designated Job Site. B. Business Automobile Coverage insurance. Business auto coverage written on ISO form CA 00 01 (or a substitute form providing equivalent liability coverage) with a combined single limit of not less $2,000,000 for each accident. The policy must contain the following endorsements, which must be stated on the certificate of insurance: • Coverage For Certain Operations In Connection With Railroads ISO form CA 20 70 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Property" as the Designated Job Site. • Motor Carrier Act Endorsement- Hazardous materials clean up (MCS-90) if required by law. C. Workers' Compensation and Employers' Liability insurance. Coverage must include but not be limited to: • City's and/or City's contractor's statutory liability under the workers' compensation laws of the state where the Premises is located. • Employers' Liability (Part B) with limits of at least $500,000 each accident, $600,000 disease policy limit $500.000 each employee. If City, and/or City's contractor, is self-insured, evidence of state approval and excess workers compensation coverage must be provided. Coverage must include liability arising out of the U.S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable. D. Railroad Protective Liability insurance. Railroad Protective Liability insurance written on ISO occurrence form CG 00 35 12 04 (or a substitute form providing equivalent coverage) on behalf of Railroad as named insured, with a limit of not less than $2,000.000 per occurrence and an aggregate of $6,000.000. A binder stating the policy is in place must be submitted to Railroad before the work may be commenced and until the original policy is forwarded to Railroad. E. Umbrella or Excess insurance. If City, and/or City's contractor, utilizes umbrella or excess policies, these policies must"follow form" and afford no less coverage than the primary policy. Exhibit C Page 1 i Section 2. OTHER INSURANCE REQUIREMENTS. A. All policy(ies) required above (except business automobile, workers' compensation and employers' liability) must include Railroad as "Additional Insured" using ISO Additional Insured Endorsement CG 20 26 (or substitute form(s) providing equivalent coverage). The coverage provided to Railroad as additional insured shall not be limited by City's liability under the indemnity provisions of this Contract. BOTH CITY AND RAILROAD EXPECT THAT UNION PACIFIC RAILROAD COMPANY WILL BE PROVIDED WITH THE BROADEST POSSIBLE COVERAGE AVAILABLE BY OPERATION OF LAW UNDER ISO ADDITIONAL INSURED FORM CG 20 26. B. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless the law governing this Contract prohibits all punitive damages that might arise under this Contract. C. City waives all rights against Railroad and its agents, officers, directors and employees, where permitted by law, for recovery of damages to the extent these damages are covered by the workers compensation and employers liability or commercial umbrella/excess liability insurance obtained by City required by this Contract, which must be stated on the certificate of insurance. D. Prior to commencing any work, City, and/or City's 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 Contract. E. 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 in which the Premises is located. F. The fact that insurance is obtained by City, and/or Contractor, or by Railroad on behalf of City, and/or Contractor, will not be deemed to release or diminish the liability of City and Contractor, including, without limitation, liability under the indemnity provisions of this Contract. Damages recoverable by Railroad from City, Contractor or any third party will not be limited by the amount of the required insurance coverage. Exhibit CII' Page 2 '..,. 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. I. Clothing A. All employees of Contractor will be suitably dressed to perform their duties safely and in a manner that will not interfere with their vision, hearing, or free use of their hands or feet. Specifically, Contractor's employees must wear: (i) Waist-length shirts with sleeves. (ii) Trousers that cover the entire leg. If flare-legged trousers are worn, the trouser bottoms must be tied to prevent catching. (iii) Footwear that covers their ankles and has a defined heel. Employees working on bridges are required to wear safety-toed footwear that conforms to the American National Standards Institute (ANSI) and FRA footwear requirements. B. Employees shall not wear boots (other than work boots), sandals, canvas-type shoes, or other shoes that have thin soles or heels that are higher than normal. C. Employees must not wear loose or ragged clothing, neckties, finger rings, or other loose jewelry while operating or working on machinery. IL Personal Protective Equipment Contractor shall require its employees to wear personal protective equipment as specified by Railroad rules, regulations, or recommended or requested by the Railroad Representative. (i) Hard hat that meets the American National Standard (ANSI) Z89.1 — latest revision. Hard hats should be affixed with Contractor's company logo or name. (ii) Eye protection that meets American National Standard (ANSI) for occupational and educational eye and face protection, Z87.1 — latest revision. Additional eye protection must be provided to meet specific job situations such as welding, grinding, etc. (iii) Hearing protection, which affords enough attenuation to give protection from noise levels that will be occurring on the job site. Hearing protection, in the form of plugs or muffs, must be worn when employees are within: • 100 feet of a locomotive or roadway/work equipment • 15 feet of power operated tools • 150 feet of jet blowers or pile drivers • 150 feet of retarders in use (when within 10 feet, employees must wear dual ear protection— plugs and muffs) (iv) Other types of personal protective equipment, such as respirators, fall protection equipment, and face shields, must be worn as recommended or requested by the Railroad Representative. DEC-1781494-3 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: (i) Maintain a distance of twenty-five (25) feet to any track unless the Railroad Representative is present to authorize movements. (ii) Wear an orange, reflectorized workwear approved by the Railroad Representative. (iii) Participate in a job briefing that will specify the type of On-Track Safety for the type of work being performed. Contractor must take special note of limits of track authority, which tracks may or may not be fouled, and clearing the track. Contractor will also receive special instructions relating to the work zone around machines and minimum distances between machines while working or traveling. Iv. Equipment A. It is the responsibility of Contractor to ensure that all equipment is in a safe condition to operate. If, in the opinion of the Railroad Representative, any of Contractor's equipment is unsafe for use, Contractor shall remove such equipment from Railroad's property. In addition, Contractor must ensure that the operators of all equipment are properly trained and competent in the safe operation of the equipment. In addition, operators must be: • Familiar and comply with Railroad's rules on Iockout/tagout of equipment. • Trained in and comply with the applicable operating rules if operating any hy-rail equipment on-track. • Trained in and comply with the applicable air brake rules if operating any equipment that moves rail cars or any other railbound equipment. B. All self-propelled equipment must be equipped with a first-aid kit, fire extinguisher, and audible back-up warning device. C. Unless otherwise authorized by the Railroad Representative, all equipment must be parked a minimum of twenty-five (25) feet from any track. Before leaving any equipment unattended, the operator must stop the engine and properly secure the equipment against movement. D. Cranes must be equipped with three orange cones that will be used to mark the working area of the crane and the minimum clearances to overhead powerlines. V. General Safety Requirements A. Contractor shall ensure that all waste is properly disposed of in accordance with applicable federal and state regulations. B. Contractor shall ensure that all employees participate in and comply with a job briefing conducted by the Railroad Representative, if applicable. During this briefing, the Railroad Representative will specify safe work procedures, (including On-Track Safety) and the potential hazards of the job. If any employee has any questions or concerns about the work, the employee must voice them during the job briefing. Additional job briefings will be conducted during the work as conditions, work procedures, or personnel change. C. All track work performed by Contractor meets the minimum safety requirements established by the Federal Railroad Administration's Track Safety Standards 49CFR213. 2 DEC-1781494-3 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 (50 feet). (iv) Avoid walking or standing on a track unless so authorized by the employee in charge. (v) Before stepping over or crossing tracks, look in both directions first. (vi) Do not sit on, lie under, or cross between cars except as required in the performance of your duties and only when track and equipment have been protected against movement. E. All employees must comply with all federal and state regulations concerning workplace safety. 3 DEC-1781494-3 EXHIBIT D TO LEVEE FACILITY CONSTRUCTION & MAINTENANCE AGREEMENT INSURANCE REQUIREMENTS Section 1. REQUIRED INSURANCE. City shall, at its sole cost and expense, (except for Railroad Protective Liability Insurance required in Paragraph D), procure and maintain in effect during the entire term of this Contract the following insurance coverage. City shall procure and maintain, or cause to be procured and maintained by its Contractor, at its sole cost and expense, Railroad Protective Liability Insurance coverage described in Paragraph D during any period of construction, maintenance, repair, renewal, reconstruction or removal work. 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. COL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage). The policy must also contain the following endorsement, which must be stated on the certificate of insurance: • Contractual Liability Railroads ISO form CG 24 17 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Railroad Company Property" as the Designated Job Site. B. Business Automobile Coverage insurance. Business auto coverage written on ISO form CA 00 01 (or a substitute form providing equivalent liability coverage) with a combined single limit of not less $2,000,000 for each accident. The policy must contain the following endorsements, which must be stated on the certificate of insurance: • Coverage For Certain Operations In Connection With Railroads ISO form CA 20 70 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Property" as the Designated Job Site. • Motor Carrier Act Endorsement - Hazardous materials clean up (MCS-90) if required by law. C. Workers' Compensation and Employers' Liability insurance. Coverage must include but not be limited to: • City's and/or City's contractor's statutory liability under the workers' compensation laws of the state where the Premises is located. • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit $500,000 each employee. 4 DEC-1781494-3 If City, and/or City's contractor, is self-insured, evidence of state approval and excess workers compensation coverage must be provided. Coverage must include liability arising out of the U.S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable. D. Railroad Protective Liability insurance. Railroad Protective Liability insurance written on ISO occurrence form CG 00 35 12 04 (or a substitute form providing equivalent coverage) on behalf of Railroad as named insured, with a limit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000, A binder stating the policy is in place must be submitted to Railroad before the work may be commenced and until the original policy is forwarded to Railroad. E. Umbrella or Excess insurance. If City, and/or City's contractor, utilizes umbrella or excess policies, these policies must "follow form" and afford no less coverage than the primary policy. Section 2. OTHER INSURANCE REQUIREMENTS. A. All policy(ies) required above (except business automobile, workers' compensation and employers' liability) must include Railroad as "Additional Insured" using ISO Additional Insured Endorsement CG 20 26 (or substitute form(s)providing equivalent coverage). The coverage provided to Railroad as additional insured shall not be limited by City's liability under the indemnity provisions of this Contract. BOTH CITY AND RAILROAD EXPECT THAT UNION PACIFIC RAILROAD COMPANY WILL BE PROVIDED WITH THE BROADEST POSSIBLE COVERAGE AVAILABLE BY OPERATION OF LAW UNDER ISO ADDITIONAL INSURED FORM CO 20 26. B. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless the law governing this Contract prohibits all punitive damages that might arise under this Contract. C. City waives all rights against Railroad and its agents, officers, directors and employees, where permitted by law, for recovery of damages to the extent these damages are covered by the workers compensation and employers liability or commercial Umbrella/excess liability insurance obtained by City required by this Contract, which must be stated on the certificate of insurance. D. Prior to conunencing any work, City, and/or City's Contractor, shall furnish Railroad with a certificate(s) of insurance, executed by a duty authorized representative of each insurer, showing compliance with the insurance requirements in this Contract. E. 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 in which the Premises is located. 5 DEC-1781494-3 F. The fact that insurance is obtained by City, and/or Contractor, or by Railroad on behalf of City, and/or Contractor, will not be deemed to release or diminish the liability of City and Contractor, including, without limitation, liability under the indemnity provisions of this Contract. Damages recoverable by Railroad fi-om City, Contractor or any third party will not be limited by the amount of the required insurance coverage. i I I 6 DEC-1781494-3 EXHIBIT E TO LEVEE FACILITY CONSTRUCTION & MAINTENANCE AGREEMENT SPECIAL SAFETY REQUIREMENTS. Safety of personnel, property, rail operations and the public is of paramount importance in the performance of the Project and any other Levee Facility Work. As reinforcement and in furtherance of overall safety measures to be observed by City, Contractors and any other party working on Railroad property (and not by way of limitation), the following special safety rules shall be followed: a. City shall keep and shall cause Contractors to 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. City shall have (and shall cause Contractors to have) all proper first aid supplies available on the job site so that prompt first aid services can be provided to any person that maybe injured on the job site. City shall promptly notify Railroad of any U.S. Occupational Safety and Health Administration reportable injuries occurring to any person that may arise during activities or work performed on the job site. City shall have a non-delegable duty to control its work force, while they are on the job site or any other property of Raihoad to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage or drug, narcotic or other substance that may inhibit the safe performance of an activity or work. b. City's work force shall be suitably dressed to perform their duties safely and in a manner that will not interfere with their vision, hearing or free use of their hands or feet. Only waist length shirts with sleeves and trousers that cover the entire leg are to be worn. If flare- legged trousers are worn, the trouser bottoms must be tied to prevent catching. The work force should wear sturdy and protective footwear. The work force shall not wear boots (other than work boots), sandals, canvas-type shoes or other shoes that have thin soles or heels that are higher than normal, In addition, City shall require its work force to wear personal protective equipment as specified by Railroad rules, regulations or Railroad officials overlooking the work at the job site. In particular, the protective equipment to be worn shall be: (1) Protective head gear that meets American National Standard-Z89.1-latest revision. It is suggested that all hardhats be affixed with City's or Contractor's logo or name. (2) Eye protection that meets American National Standard for occupational and educational eye and face protection, Z87.1-latest revision. Additional eye protection must be provided to meet specific job situations such as welding, grinding, burning, etc.; and (3) Hearing protection which affords enough attenuation to give protection from noise levels that will be occurring on the job site. DEC-1791494-3 i F C. All heavy equipment provided or leased by City shall be equipped with audible back-up warning devices. If in the opinion of Railroad Representative any of City's or Contractor's equipment is unsafe for use on Railroad's property, City, at the request of Railroad Representative, shall immediately remove such equipment from Railroad's property. i DEC-1781494-3 REQUEST FOR MAYOR'S SIGNATURE lW T Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THR UGH THE LAW DEPARTMERT),.� � Approved by DjQdvb^ Originator: Mark Madfai Phone 0ri -iator 5521 Date Bent: 1017/15 Date Requir d. 1 oil 2;1s Return.Stgnecl Document to:Nancy Yo?hitake Contract ate: '12131/19 VENDOR NAME, -- - Date Financ Notified: ' Anion Pacific Railroad Company (only required -contracts N/A 10,000 and ova or on any Grant) DATE OF COUNCIL APPROVAL, Date Risk M nager Notified:N/A — - NJq _Required on N City Standartl Contr.3cts A r�•men s� Has this Document been Specifically Account Nul :her: Authorized in the Budget? ES N0 Brief Explanation of Document: —The attached Levee Facility Construction & Maintenance Agreement 's with Union Pacific Railroad Company to construct and maintain a levee for the Green River on portion of the Railroads right of way. c, I G All Contracts Must Be Routed Through The y;juv Department (7fie3 .it© ierCopt?" fY#`ta Lava Delar'-nent3 Received Approval of Law Dept.. 4 -o' to 2`i 4 a t�✓' I ''. 6'�,. C o,Mayor: . " shaded Areas To Be Completed By Adminrs •ationStaff Received: ttt '� tt Recornnaeii� st� rents: s i 1 r `d � Disposition; ;'��"`rp,`r'�'� °`� �'&�?a.� � � , `~ w Date Returned;