Common use of Joint Obligations Clause in Contracts

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval prior to the commencement of any such changes or modifications. 2. The work hereunder must be done in accordance with the Exhibit A and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 7. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 8. The construction of the Project will not commence until Agency gives BNSF's Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N and must state the time that construction activities will begin. 9. In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Old ▇▇▇▇▇▇ ▇▇. sidewalk, including the portion of sidewalk located between the tracks. (b) Agency will maintain the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest rail. (c) Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. ) All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval prior to the commencement of any such changes or modifications. 2. ) The work hereunder must be done in accordance with the Exhibit A and the detailed plans and specifications approved by BNSF. 3. ) Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. A. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇ Director of Public Works ▇▇▇ ▇. ▇ ▇▇▇▇ St. #200 Lincoln▇▇▇▇▇ Road Burleson, NE 68521TX 76028-4296 Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ 5. 4) Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ for appropriate corrective action. 6. 5) Pursuant to this section and Article II, Section 6 herein, Agency must must, out of funds made available to it for the construction of the Project”, reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 7. 6) All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 8. 7) The construction of the Project will not commence until Agency gives BNSF's Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 number: BF-20431191 and D.O.T. Crossing No. 074406N 020664T and must state the time that construction activities will begin. 9. 8) In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) A. Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Old ▇▇ ▇▇▇▇▇▇▇ ▇▇. sidewalk, including the portion of sidewalk located between the tracksBOULEVARD roadway and sidewalks. (b) B. Agency will maintain the elevation of the Old ▇▇ ▇▇▇▇▇▇▇ ▇▇. BOULEVARD roadway and sidewalk approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest railsurfaces. (c) C. Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) D. Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. STREET roadway or sidewalkand sidewalks, which will interfere with or endanger facilities of BNSF. (e) E. It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) F. BNSF will, at its sole cost and expense, operate and maintain the Crossing Signal Equipment, Crossing Signal Control House, and the new crossing surfaces, from end-of-tie to end-of-tie, in proper condition. G. Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event H. If a railway or highway improvement project necessitates rearrangement, relocation, or alteration of the Crossing Signal Equipment is damaged or destroyed by any other causeEquipment, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House, or the new crossing surface installed hereunder, the costs for such rearrangement, relocation or alteration will be the responsibility of the party requesting such changes. (h) I. If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. 9) Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1C- 1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. 10) Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska Texas and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. 11) The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. 12) In the event construction of the Project does not commence within 12 months two (1 year2) years of the Effective Date, this Agreement will become null and void. 14. 13) Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. 14) To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable.applicable 16. 15) This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. 16) Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521:

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval prior to the commencement of any such changes or modifications. 2. The work hereunder must be done in accordance with the Exhibit A and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. City of Olathe c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ St. #200 LincolnDrive Olathe, NE 68521KS 66061 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇▇▇▇ for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must must, reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 7. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 8. The construction of the Project will not commence until Agency gives BNSF's Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N BF10015210 and must state the time that construction activities will begin. 9. In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of Church St. and the Old ▇▇▇▇▇▇ ▇▇. sidewalk, including the portion of sidewalk located between the tracks. (b) Agency will maintain the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest rail. (c) Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (dc) Agency will do nothing and permit nothing to be done in the maintenance of Church St. and the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (ed) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (fe) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska Kansas and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: BNSF: BNSF's Manager Public Projects ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. Kansas City, ▇▇ ▇▇▇▇▇ KS 66106 Agency: City of Lincoln, Nebraska Public Works Dept. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ St. #200 LincolnDrive Olathe, NE 68521KS 66061

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval prior to the commencement of any such changes or modifications. 2. The work hereunder must be done in accordance with the Exhibit A and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521: 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must must, reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. BNSF’s Share must be paid upon completion of the Project. 7. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 8. The construction of the Project will not commence until Agency gives BNSF's Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 <%▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇%> and D.O.T. Crossing No. 074406N and must state the time that construction activities will begin. 9. In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Old ▇▇▇▇▇▇ ▇▇. sidewalkroadway, including the portion of sidewalk roadway located between the tracks. (b) Agency will maintain the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk roadway approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest rail... (c) Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521the

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's written approval prior to the commencement of any such changes or modificationsmodifications from the . 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit A F and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: : (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, , (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521: 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSFBNSF . If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ for appropriate corrective action. 6. Pursuant BNSF will contribute (hereinafter referred to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for as "BNSF's Share") towards the total actual costs of all work performed the Project. BNSF’s Share will be based on the costs for preliminary engineering, right-of-way and construction within the following limits; (a) Where a grade crossing is eliminated by BNSF under this Agreement grade separation, the structure and approaches required to transition to a theoretical highway profile which would have been constructed if there were no railroad present, for the number of lanes on the existing highway and in accordance with the current design standards of the appropriate state highway agency; and (including taxesb) Where another facility, such as applicable sales a highway or waterway, requiring a bridge structure is located within the limits of a grade separation project, the estimated cost of a theoretical structure and use taxesapproaches as described in 23 CFR 646.210(c) (1) to eliminate the railroad-highway grade crossing without considering the presence of the waterway or other highway. Additionally, business local, state and occupation taxesfederal funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be , and similar taxes), less more particularly described (together with BNSF’s Share Share) on Exhibit G attached hereto and incorporated herein. Agency agrees to provide, to the BNSF Manager Evidence Preservation, such Project documentation and records as set forth in Article IV, Section 6 herein. 7are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with PR-1240 or the terms equivalent); any and provisions of all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, equivalent) or any other such project authorization or funding records as amended BNSF may request from time to time, which manual is hereby incorporated into and made . Such records will be provided by the Agency to BNSF on a part of this Agreement mutually agreeable schedule or within two (2) months after such records are generated or received by referencethe Agency. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described Section 130 Documentation shall be provided to BNSF in Article II, Section 2 herein are part the one of the costs of the Project even though such work may have preceded the date of this Agreement. 8. The construction of the Project will not commence until Agency gives BNSF's following manners: Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N and must state the time that construction activities will begin. 9. In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Old ▇▇Evidence Preservation ▇▇▇▇ ▇▇. sidewalk▇ ▇▇▇▇ Drive, including the portion of sidewalk located between the tracks. (b) Agency will maintain the elevation of the Old AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest rail. (c) Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: @▇▇▇▇▇▇ .▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. ) All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval prior to the commencement of any such changes or modifications. 2. ) The work hereunder must be done in accordance with the Exhibit A and the detailed plans and specifications approved by BNSF. 3. ) Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. ) BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ Maple Grove, MN 55369 ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. @▇▇▇▇ St. #200 Lincoln, NE 68521▇▇▇▇▇▇▇▇▇.▇▇▇ 5. ) Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ the above Agency contact for appropriate corrective action. 6. ) Pursuant to this section and Article II, Section 6 herein, Agency must must, reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 7. ) All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 8. 8) The construction of the Project will not commence until Agency gives BNSF's Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N BF-20547925 and must state the time that construction activities will begin. 9. ) In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) A. Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Old ▇▇▇▇▇▇ ▇▇. sidewalk, including the portion of sidewalk located between the tracksFernbrook Ln N and Maple Grove Pkwy N roadways. (b) B. Agency will maintain the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk Fernbrook Ln N and Maple Grove Pkwy N roadway approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest rail. (c) C. Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) D. Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalkFernbrook Ln N and Maple Grove Pkwy N roadways, which will interfere with or endanger facilities of BNSF. (e) E. It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) F. BNSF will operate and maintain the crossing signal equipment, crossing signal house, and the new crossing surface installed hereunder in proper condition. G. Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (gH. If a railway or highway improvement project necessitates rearrangement, relocation, or alteration of the crossing signal equipment, crossing signal house, or the new crossing surface installed hereunder, the costs for such rearrangement, relocation or alteration will be the responsibility of the party requesting such changes. I. If any of the crossing signal equipment is partially or wholly destroyed, then such repair and/or replacement costs must be distributed among the parties as follows: i) In the event the Crossing Signal Equipment BNSF’s sole negligence destroys or damages the crossing signal equipment and/or the crossing signal house, BNSF must, at its sole cost and expense, replace or repair such crossing signal equipment and/or crossing signal house. ii) In the event the crossing signal equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment crossing signal equipment and/or Crossing Signal Housecrossing signal house. (h) J. If the Crossing Signal Equipment crossing signal equipment and/or Crossing Signal House crossing signal house installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. K. BNSF will operate and maintain, at its expense, the necessary relays and other materials required to preempt the highway traffic control signals with the grade crossing warning devices. L. BNSF will operate and maintain, at its expense, the railroad crossing warning devices up to the contact terminals in the interface box. M. Agency will own, operate and maintain, at its expense, the highway traffic control signals up to and including connection to the contact terminals in the interface box including all necessary cable and conduit. 10. ) Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1C- 1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. ) Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska Minnesota and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. ) The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. ) In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. ) Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. ) To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. ) This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. ) Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521:

Joint Obligations. IN CONSIDERATION In consideration of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement AGREEMENT must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which that affect BNSF the RAILROAD will be subject to BNSF's the RAILROAD’S approval prior to the commencement of any such changes or modifications. 2. The work hereunder must be done in accordance with the Exhibit A and the detailed plans and specifications approved by BNSF. 3. Agency DEPARTMENT must require its contractor(s) to reasonably adhere to the Project's ’s construction schedule for all Project work. The parties hereto mutually agree that BNSF's the RAILROAD’S failure to complete the railroad work Railroad Work in accordance with the construction schedule due to inclement weather or weather, unforeseen railroad emergencies including those related to scheduling and operations, or other conditions beyond the RAILROAD’S reasonable control, will not constitute a breach of this Agreement AGREEMENT by BNSF the RAILROAD and will not subject BNSF the RAILROAD to any liability. Regardless of the requirements of the construction schedule, BNSF in the event of an unforeseen railroad emergency, the RAILROAD reserves the right to reallocate the all or a portion of its labor forces assigned to complete perform the railroad work in Railroad Work when the event of an emergency RAILROAD believes such reallocation is necessary to provide for the immediate restoration of railroad operations of either BNSF the RAILROAD or its related railroads, affiliates or to protect persons or property on or near any BNSF RAILROAD-owned propertyproperty or any related railroad. BNSF The RAILROAD will not be liable for any additional costs or expenses of the Project resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF the RAILROAD pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement AGREEMENT by BNSFthe RAILROAD. 43. BNSF The RAILROAD will have the right to stop construction work on the Project if any of the following events take place: (i1) Agency the DEPARTMENT (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSFthe RAILROAD; (ii2) Agency the DEPARTMENT (or any of its contractors), in BNSF’s the RAILROAD’S opinion, prosecutes the Project work in a manner that is hazardous to BNSF RAILROAD personnel, property, facilities facilities, or the safe and expeditious movement of railroad traffic; or (iii3) the insurance described in the attached Exhibit C-1 is canceled during prior to the course completion of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency the DEPARTMENT or its contractor contractor(s) to rectify the situation to the satisfaction of BNSF’s the RAILROAD’S Division Engineer or designee listed in Exhibit F or until proof insurance coverage is purchased and is valid for the period of additional insurance the Project and has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the EasementRAILROAD. Any such work stoppage under this provision will not give rise to any liability on the part of BNSFthe RAILROAD. BNSF’s The RAILROAD’S right to stop the work is in addition to any other rights BNSF the RAILROAD may have have, including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF the RAILROAD desires to stop construction work on the Project, BNSF the RAILROAD agrees to immediately attempt to notify the following individual DEPARTMENT Project Manager listed in Exhibit F by telephone and will notify the DEPARTMENT Project Manager in writing: ▇▇. 4. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521 5. Agency must The DEPARTMENT shall supervise and inspect the operations of all Agency DEPARTMENT contractors to ensure compliance with the plans and specifications approved by BNSF, and the terms of this Agreement and all safety requirements of BNSFAGREEMENT. If BNSF determines it is determined by the RAILROAD that proper supervision the DEPARTMENT’S contractor is not acting in accordance with these requirements and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels RAILROAD believes the situation is not being corrected in an expeditious manner, BNSF will the RAILROAD shall immediately notify ▇▇. ▇▇▇▇▇▇ for the DEPARTMENT so that the DEPARTMENT can take appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 7. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 8. The construction of the Project will not commence until Agency gives BNSF's Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N and must state the time that construction activities will begin. 95. In addition to the terms and conditions set forth elsewhere in this AgreementAGREEMENT, BNSF the RAILROAD and the Agency DEPARTMENT agree to the following terms upon completion of construction of the Project: (a) Agency A. The DEPARTMENT will own and be fully responsible for repairsmaintain, maintenanceat its sole cost and expense, future construction or reconstruction of the Old ▇▇▇▇▇▇ ▇▇. sidewalkOverpass, including the portion highway approaches and the appurtenances thereto, lighting, drainage, and any access roadway up to any gate to RAILROAD property installed pursuant to this AGREEMENT. If the RAILROAD determines in good faith that emergency maintenance work on the Overpass is needed for the immediate restoration of sidewalk located between railroad operations or for the tracks. (b) Agency will maintain protection of persons or RAILROAD property, such work may be performed by the elevation RAILROAD without prior approval of the Old ▇▇▇▇▇▇ ▇▇DEPARTMENT. sidewalk approaches The RAILROAD will notify the DEPARTMENT of the emergency work and the necessity for it at its earliest opportunity. The RAILROAD shall maintain records regarding the emergency work performed and the costs incurred in accordance with generally accepted accounting principles and practices. Said records shall be made available to match the elevation DEPARTMENT for audit on the railroad track crossing surfaces and to be no more than request during normal business hours, for a period of three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet years after final payment is made to the RAILROAD for the emergency maintenance work. Except for the emergency work as described herein, no maintenance work will be performed on the Overpass by RAILROAD without prior written approval from the nearest railDEPARTMENT. (c) Agency will B. The DEPARTMENT must, at the DEPARTMENT’S sole cost and expense, keep the Overpass painted and free from graffiti. C. The DEPARTMENT must apply and maintain vertical clearance signs that consistently and accurately describe the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due minimum actual vertical clearance from the bottom of the Overpass to the Agency’s failure to maintain the advanced warning signs and markings or other requirements top of the MUTCDrails below. (d) Agency will do nothing and permit nothing to be done in the maintenance D. The DEPARTMENT shall conduct inspections of the Old ▇▇▇▇▇▇ ▇▇Overpass every two (2) years and provide inspection reports to the RAILROAD. roadway or sidewalk, which will interfere with or endanger facilities The RAILROAD shall promptly provide the DEPARTMENT a right of BNSFentry to perform such inspections. (e) E. It is expressly understood by Agency the DEPARTMENT and BNSF the RAILROAD that any right to install utilities will be governed by a separate permit or license agreement between the parties PARTIES hereto. F. The DEPARTMENT shall make efforts to keep Overpass and surrounding areas clean and free from birds, pigeons, scavengers, vermin, creatures, and other animals. G. If the DEPARTMENT (fincluding its contractors and agents) Notwithstanding or the preceding provisionRAILROAD, if on behalf of the DEPARTMENT, performs (1) alterations or modifications to the Structure/Overpass, or (2) any regulations, ordinances, acts, rules maintenance or other laws subsequently passed work on the Overpass with heavy tools, equipment, or amended by machinery at ground surface level horizontally within 25′-0″ of the Agency centerline of the nearest track, or (3) any maintenance or other governmental work outside the limits of the deck of the Overpass vertically above the top of the rail, the DEPARTMENT or legislative authority increase its contractors and/or agents must procure and maintain the Agency’s portion following insurance coverage: i. Railroad Protective Liability insurance naming only the RAILROAD as the Insured with coverage of maintenance cost at least $5,000,000 per occurrence and $10,000,000 in the aggregate. The policy must be issued on a standard ISO form CG 00 35 10 93 and include the following: a. Endorsed to include the Pollution Exclusion Amendment (ISO form CG 28 31 10 93). b. Endorsed to include the Limited Seepage and Pollution Endorsement. c. No other endorsements restricting coverage may be added. d. The original policy must be provided to the RAILROAD prior to performing any work or services under this AgreementAGREEMENT. ii. As used in this paragraph, BNSF will receive “RAILROAD” includes the benefit of any such regulations, ordinances, acts, rules or other laws RAILROAD and the Agency’s increased portion subsidiaries, successors, assigns, and affiliates of maintenance costs will be incorporated into and made a part of this Agreementeach. (g) In iii. If the above work is performed by DEPARTMENT forces, a Railroad Protective Liability Insurance Policy will not be required, since the DEPARTMENT is self-insured. 6. Except in the event of an emergency and for maintenance on the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for deck of the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacementStructure/Overpass, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency DEPARTMENT must notify and obtain prior authorization from BNSF's the RAILROAD’S Manager of Public Projects before entering BNSF's RAILROAD right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is requiredmaintenance or future alteration or reconstruction purposes, which authorization shall not be unreasonably withheld or delayed. If the construction alteration or reconstruction work hereunder is contracted, Agency must the DEPARTMENT will require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as favor of the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligationsRAILROAD. 117. The RAILROAD may, at its expense, make future changes or additions to the railroad components under the Overpass if necessary or desirable, in the RAILROAD’S sole discretion, including, without limitation, the following: (1) the right to raise or lower the grade or change the alignment of its tracks, (2) the right to lay additional track or tracks, or (3) the right to build other facilities in connection with the operation of its railroad. Such changes or additions must not change or alter the highway components of the Overpass. If it becomes necessary or desirable in the future to change, alter, widen, or reconstruct the highway components of the Overpass to meet AREMA horizontal clearance and/or crashworthiness standards and/or any DEPARTMENT requirements related to railroad projects, the cost of such work, including any cost incidental to alteration of railroad or highway facilities made necessary by any such changes to the Overpass, shall be paid for by the DEPARTMENT. 8. The DEPARTMENT may, at the DEPARTMENT’S sole expense, alter or reconstruct the Overpass if necessary or desirable, due to traffic conditions or pedestrian or other recreational traffic, provided, however, that any such alteration or reconstruction must not encroach further upon or occupy the surface of the RAILROAD’S right-of-way without obtaining the RAILROAD’S prior written consent and the execution of a supplement to this AGREEMENT or the completion of a separate written agreement. 9. Any books, papers, records records, and accounts of the parties PARTIES hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties PARTIES hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one three (13) year years from the date of the final BNSF invoice payment under this AgreementAGREEMENT. 1210. The covenants and provisions of this Agreement AGREEMENT are binding upon on and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. Provided, that the DEPARTMENT may transfer or assign its interest in this AGREEMENT to any other public agency or public entity as permitted by law, provided that such successor or assignee has assumed all the obligations, duties, and liabilities of the DEPARTMENT under this AGREEMENT then in effect, and has provided the RAILROAD with reasonable assurances of its legal and financial authority to honor and perform the same. 1311. In the event that construction of the Project does not commence within 12 months three (1 year3) years of the Effective Date, this Agreement AGREEMENT will become null and void. 1412. Neither termination nor expiration of this Agreement AGREEMENT will release either party from any liability or obligation under this AgreementAGREEMENT, whether of indemnity or otherwise, resulting from any acts, omissions omissions, or events happening prior to the date of termination or expiration. 1513. To the maximum extent possible, each provision of this Agreement AGREEMENT will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement AGREEMENT is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 1614. This Agreement AGREEMENT (including exhibits and other documents, manuals, etc. and so forth incorporated herein) is the full and complete agreement between BNSF the RAILROAD and Agency the DEPARTMENT with respect to the subject matter herein and supersedes any and all other prior agreements between the parties PARTIES hereto. 1715. Any notice provided for herein or concerning this Agreement AGREEMENT must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties PARTIES at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ AgencyRAILROAD DEPARTMENT Contact Name: City of Lincoln, Nebraska ▇▇▇ ▇Address: Contact Name: Address: City: State: City: State: Contact Number: Contact Number: 16. ▇▇▇▇ St. #200 Lincoln, NE 68521No modification or amendment to this AGREEMENT shall be valid until the same is provided in writing and executed with the same formalities as were attendant to the AGREEMENT.

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval written acceptance prior to the commencement of any such changes or modificationsmodifications from the Manager of Engineering and Manager of Public Projects. 2. The work hereunder must be done in accordance with the BNSF Requirements for construction of Grade Separation Projects set forth on Exhibit A F and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either (BNSF or its related railroads, ) or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521: 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ for appropriate corrective action. 6. BNSF will contribute a not to exceed amount of Four Million and Ninety Thousand and No/100 ($4,090,000.00) (hereinafter referred to as "BNSF's Share") towards the total actual costs of the Project. BNSF’s Share will be based on the costs for preliminary engineering, right- of-way and construction within the following limits; (a) Where a grade crossing is eliminated by grade separation, the structure and approaches required to transition to a theoretical highway profile which would have been constructed if there were no railroad present, for the number of lanes on the existing highway and in accordance with the current design standards of the appropriate state highway agency; and (b) Where another facility, such as a highway or waterway, requiring a bridge structure is located within the limits of a grade separation project, the estimated cost of a theoretical structure and approaches as described in 23 CFR 646.210(c) (1) to eliminate the railroad-highway grade crossing without considering the presence of the waterway or other highway. Additionally, local and state funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be $106,500,000, more particularly described (together with BNSF’s Share) on Exhibit H attached hereto and incorporated herein. 7. Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. BNSF’s Share must be paid upon completion of the Project. In any action brought under this Agreement, the prevailing Party shall be entitled to recover its actual costs and attorneys fees pursuant to California Civil Code Section 1717, as well as other litigation costs, including expert witness fees. The prevailing Party shall also be entitled to recover all actual attorneys fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding. 78. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 89. The parties mutually agree that neither construction activities for the Project, nor future maintenance of the Structure once completed, will be permitted during the fourth quarter of each calendar year. Emergency work will be permitted only upon prior notification to BNSF's Network Operations Center (telephone number: ▇▇▇ ▇▇▇-▇▇▇▇). The parties hereto mutually understand and agree that trains cannot be subjected to delay during this time period. 10. Subject to the restrictions imposed by Article IV, Section 9 above, the construction of the Project will not commence until Agency gives BNSF's Manager of Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N 026519P and must state the time that construction activities will begin. 911. In addition to the terms and conditions set forth elsewhere in this Agreement, including, but not limited to, the terms and conditions stated in Exhibit F, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for repairsmaintain, maintenanceat its sole cost and expense, future construction or reconstruction of the Old ▇▇▇▇▇▇ ▇▇Structure, the highway approaches, and appurtenances thereto, lighting, drainage and any access roadways to BNSF gates installed pursuant to this Agreement. sidewalkBNSF may, including the portion of sidewalk located between the tracks. (b) Agency will maintain the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation at its option, perform maintenance on the railroad track crossing surfaces and Structure in order to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from avoid conflicts with train operations. BNSF will notify Agency prior to performing any such maintenance on the nearest rail. (c) Agency will maintain Structure. In the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the event such maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreementinvolves emergency repairs, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, notify Agency at its earliest opportunity. Agency must fully reimburse BNSF for the costs of maintenance performed by BNSF pursuant to replace or repair such Crossing Signal Equipment and/or Crossing Signal Housethis subsection (b) Agency must, at Agency’s sole cost and expense, keep the Structure painted and free from graffiti. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval prior to the commencement of any such changes or modifications. 2. The work hereunder must be done in accordance with the Exhibit A and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either (BNSF or its related railroads, ) or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that which is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇ Director of Public Works ▇▇▇▇ ▇. ▇ ▇▇▇▇ St. #200 Lincoln▇▇▇▇▇ Drive Burleson, NE 68521TX 76028-4296 5. Agency must supervise and inspect the operations of all Agency contractors to ensure assure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSFthe BNSF railroad. If BNSF determines that proper supervision and inspection are is not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ (Director of Public Works) for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must must, out of funds made available to it for the construction of the Project”, reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 hereinAgreement. 7. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy GuideHighway Program Manual, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 8. The construction of the Project will not commence until Agency gives BNSF's Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 numbers 020664T and 020460G and D.O.T. Crossing No. 074406N 020664T and must state the time that construction activities will begin. 9. In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Old ▇▇ ▇▇▇▇▇▇▇ ▇▇. Boulevard roadway and sidewalk, including the portion of sidewalk located between the tracks. (b) Agency will maintain the elevation own and be fully responsible for repairs, maintenance, and future replacement of the Old ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below topend-of-rail elevation at a distance measured thirty (30) feet from the nearest rail. (c) Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency road barricades located at the time of such replacement is warrantedclosed County Road 921 crossing located a milepost 331.33. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's written approval prior to the commencement of any such changes or modificationsmodifications from the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. 2. The work hereunder must be done in accordance with the BNSF Requirements for construction of Grade Separation Projects set forth on Exhibit A F and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521: 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction of the Project (within or adjacent to its operating right- right-of-way). BNSF’s right to stop construction under this Section shall not apply to any other construction projects undertaken by the Agency. Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ for appropriate corrective action. 6. Intentionally left blank. 7. Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 78. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 89. The parties mutually agree that neither construction activities for the Project, nor future maintenance of the Structure once completed, will be permitted during the fourth quarter of each calendar year, unless otherwise agreed. Emergency work will be permitted only upon prior notification to BNSF's Network Operations Center (telephone number: ▇▇▇ ▇▇▇-▇▇▇▇). The parties hereto mutually understand and agree that trains cannot be subjected to delay during this time period. 10. Subject to the restrictions imposed by Article IV, Section 9 above, the construction of the Project will not commence until Agency gives BNSF's Manager of Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N 977699P and must state the time that construction activities will begin. 911. In addition to the terms and conditions set forth elsewhere in this Agreement, including, but not limited to, the terms and conditions stated in Exhibit F, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for maintain, at its sole cost and expense, the Structure, the highway approaches, and appurtenances thereto, lighting, drainage and any access roadways to BNSF gates installed pursuant to this Agreement. BNSF may, at its option, perform maintenance on the Structure in order to avoid conflicts with train operations. BNSF will notify Agency prior to performing any such maintenance on the Structure. In the event such maintenance involves emergency repairs, maintenance, future construction or reconstruction BNSF will notify Agency at its earliest opportunity. Agency must fully reimburse BNSF for its actual costs of the Old ▇▇▇▇▇▇ ▇▇. sidewalk, including the portion of sidewalk located between the tracksmaintenance performed by BNSF pursuant to this subsection (a). (b) Agency will maintain must, at Agency’s sole cost and expense, keep the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation on the railroad track crossing surfaces Structure painted and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet free from the nearest railgraffiti. (c) Agency will must provide BNSF with any and all necessary permits and maintain roadway traffic controls, at no cost to BNSF, whenever requested by BNSF to allow BNSF to inspect the advanced railroad crossing warning signs and pavement markings and agrees Structure or to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCDmake emergency repairs thereto. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right of Agency to install utilities on or within the Structure or BNSF’s right of way will be governed by a separate permit or license agreement between the parties hereto. (fe) Notwithstanding Agency will periodically inspect the preceding provisionstructure and conduct periodic maintenance including such items as minimizing creature nesting, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreementin addition to ODOTs NBI bridge inspections. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (hf) If Agency (including its contractors and agents) or BNSF, on behalf of Agency, performs (i) alterations or modifications to the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintainedStructure, or by virtue of its obsolescence(ii) any maintenance or other work on the Structure with heavy tools, requires replacement, the cost of installation equipment or machinery at ground surface level horizontally within 25’-0” of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis centerline of the current Federal Aid Railroad Signal Program participation nearest track, or (iii) any maintenance or other work outside the limits of the deck of the Structure vertically above the top of the rail, then Agency or its contractors and/or agents must procure and applicable Agency at maintain the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contractedfollowing insurance coverage, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same which may be revised changed from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well : Railroad Protective Liability insurance naming only BNSF as the State Insured with coverage of Nebraska at least $5,000,000 per occurrence and $10,000,000 in the Federal Highway Administration, aggregate. The policy shall be issued on a standard ISO form CG 00 35 12 04 and include the following: • Endorsed to include the Pollution Exclusion Amendment • Endorsed to include the Limited Seepage and Pollution Endorsement. • Endorsed to remove any exclusion for a period of one (1) year from the date of the final punitive damages. • Endorsed to include Evacuation Expense Coverage Endorsement. • No other endorsements restricting coverage may be added. • The original policy must be provided to BNSF invoice prior to performing any work or services under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties PARTIES hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval prior to the commencement of any such changes or modifications. 2. The work hereunder must be done in accordance with the Exhibit A and the detailed plans and specifications approved by BNSF. 3. Agency COUNTY must require its contractor(s) to reasonably adhere to the ProjectImprovement project's construction schedule for all Project Improvement work. The parties PARTIES hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties PARTIES mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project Improvements if any of the following events take place: (i) Agency COUNTY (or any of its contractors) performs the Project Improvements work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency COUNTY (or any of its contractors), in BNSF’s opinion, prosecutes the Project Improvements work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the ProjectImprovements; or (iv) Agency COUNTY fails to pay BNSF for the Temporary Construction License Easements or the Permanent Easement pursuant to Article II, Section 1 of as required by this AgreementAgreement and / or applicable laws. The work stoppage will continue until all necessary actions are taken by Agency COUNTY or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate suspend all work on and occupancy of the Temporary Construction License easement areas by COUNTY or the EasementCITY, its contractors and other agents until COUNTY or CITY remedies such breach. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the ProjectImprovements, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521: 5. Agency COUNTY must supervise and inspect the operations of all Agency COUNTY contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency COUNTY personnel at any time during construction of the ProjectImprovements, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project Improvements will not proceed until Agency COUNTY corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must COUNTY must, out of funds made available to it for the construction of the Improvements, reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 7. All expenses detailed in statements sent to Agency COUNTY pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties PARTIES mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project Improvements even though such work may have preceded the date of this Agreement. 8. The construction of the Project Improvements will not commence until Agency COUNTY gives BNSF's Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 BF10015565 and D.O.T. Crossing No. 074406N 095636X and must state the time that construction activities will begin. 9. In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF BNSF, the COUNTY, and the Agency CITY agree to the following terms upon completion of construction of the ProjectImprovements: (a) Agency COUNTY and CITY will each own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Old ▇▇▇▇▇▇ ▇▇. sidewalkCOUNTY ROADS and CITY ROADS, including the portion of sidewalk located between the tracksrespectively. (b) Agency COUNTY and CITY will each maintain the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk roadway approaches on the COUNTY ROADS and CITY ROADS respectively to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest rail. (c) Agency COUNTY will maintain the advanced railroad crossing warning signs and pavement markings on the COUNTY ROADS and agrees to hold harmless and indemnify BNSF for any portion of claims, damages or losses, in whole or in part, caused lossescaused by or due to the AgencyCOUNTY’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCDMMUTCD. (d) Agency CITY will do nothing maintain the advanced railroad crossing warning signs and permit nothing pavement markings on the CITY ROADS and agrees to be done in hold harmless and indemnify BNSF for any portion of claims, damages or losses caused by or due to the maintenance CITY’s failure to maintain the advanced warning signs and markings or other requirements of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSFMMUTCD. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval written acceptance prior to the commencement of any such changes or modificationsmodifications from the Manager of Public Projects. 2. The work hereunder must be done in accordance with the BNSF Requirements for construction of Grade Separation Projects set forth on Exhibit A F and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either (BNSF or its related railroads, ) or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521: 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ for appropriate corrective action. 6. BNSF will contribute a not to exceed amount of Three Million and Eight Hundred and Ten Thousand and No/100 Dollars $3,810,000 (hereinafter referred to as "BNSF's Share") towards the total actual costs of the Project. BNSF’s Share will be based on the costs for preliminary engineering, right-of-way and construction within the following limits; (a) Where a grade crossing is eliminated by grade separation, the structure and approaches required to transition to a theoretical highway profile which would have been constructed if there were no railroad present, for the number of lanes on the existing highway and in accordance with the current design standards of the appropriate state highway agency; and (b) Where another facility, such as a highway or waterway, requiring a bridge structure is located within the limits of a grade separation project, the estimated cost of a theoretical structure and approaches as described in 23 CFR 646.210(c) (1) to eliminate the railroad-highway grade crossing without considering the presence of the waterway or other highway. Additionally, local and state funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be $111,000,000 more particularly described (together with BNSF’s Share) on Exhibit G attached hereto and incorporated herein. 7. Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. BNSF’s Share must be paid upon completion of the Project. In any action brought under this Agreement, the prevailing Party shall be entitled to recover its actual costs and attorneys fees pursuant to California Civil Code Section 1717, as well as other litigation costs, including expert witness fees. The prevailing Party shall also be entitled to recover all actual attorneys fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding. 78. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 89. The parties mutually agree that neither construction activities for the Project, nor future maintenance of the Structure once completed, will be permitted during the fourth quarter of each calendar year. Emergency work will be permitted only upon prior notification to BNSF's Network Operations Center (telephone number: ▇▇▇ ▇▇▇-▇▇▇▇). The parties hereto mutually understand and agree that trains cannot be subjected to delay during this time period. 10. Subject to the restrictions imposed by Article IV, Section 9 above, the construction of the Project will not commence until Agency gives BNSF's Manager of Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N 026519P and must state the time that construction activities will begin. 911. In addition to the terms and conditions set forth elsewhere in this Agreement, including, but not limited to, the terms and conditions stated in Exhibit F, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for repairsmaintain, maintenanceat its sole cost and expense, future construction or reconstruction of the Old ▇▇▇▇▇▇ ▇▇Structure, the highway approaches, and appurtenances thereto, lighting, drainage and any access roadways to BNSF gates installed pursuant to this Agreement. sidewalkBNSF may, including the portion of sidewalk located between the tracks. (b) Agency will maintain the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation at its option, perform maintenance on the railroad track crossing surfaces and Structure in order to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from avoid conflicts with train operations. BNSF will notify Agency prior to performing any such maintenance on the nearest rail. (c) Agency will maintain Structure. In the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the event such maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreementinvolves emergency repairs, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, notify Agency at its earliest opportunity. Agency must fully reimburse BNSF for the costs of maintenance performed by BNSF pursuant to replace or repair such Crossing Signal Equipment and/or Crossing Signal Housethis subsection (b) Agency must, at Agency’s sole cost and expense, keep the Structure painted and free from graffiti. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's written approval prior to the commencement of any such changes or modificationsmodifications from the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. 2. The work hereunder must be done in accordance with the BNSF Requirements for construction of Grade Separation Projects set forth on Exhibit A F and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521: 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction of the Project (within or adjacent to its operating right- right-of-way). BNSF’s right to stop construction under this Section shall not apply to any other construction projects undertaken by the Agency. Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ for appropriate corrective action. 6. Intentionally left blank. 7. Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 78. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 89. The parties mutually agree that neither construction activities for the Project, nor future maintenance of the Structure once completed, will be permitted during the fourth quarter of each calendar year, unless otherwise agreed. Emergency work will be permitted only upon prior notification to BNSF's Network Operations Center (telephone number: ▇▇▇ ▇▇▇-▇▇▇▇). The parties hereto mutually understand and agree that trains cannot be subjected to delay during this time period. 10. Subject to the restrictions imposed by Article IV, Section 9 above, the construction of the Project will not commence until Agency gives BNSF's Manager of Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N Pending and must state the time that construction activities will begin. 911. In addition to the terms and conditions set forth elsewhere in this Agreement, including, but not limited to, the terms and conditions stated in Exhibit F, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for maintain, at its sole cost and expense, the Structure, the highway approaches, and appurtenances thereto, lighting, drainage and any access roadways to BNSF gates installed pursuant to this Agreement. BNSF may, at its option, perform maintenance on the Structure in order to avoid conflicts with train operations. BNSF will notify Agency prior to performing any such maintenance on the Structure. In the event such maintenance involves emergency repairs, maintenance, future construction or reconstruction BNSF will notify Agency at its earliest opportunity. Agency must fully reimburse BNSF for its actual costs of the Old ▇▇▇▇▇▇ ▇▇. sidewalk, including the portion of sidewalk located between the tracksmaintenance performed by BNSF pursuant to this subsection (a). (b) Agency will maintain must, at Agency’s sole cost and expense, keep the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation on the railroad track crossing surfaces Structure painted and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet free from the nearest railgraffiti. (c) Agency will must provide BNSF with any and all necessary permits and maintain roadway traffic controls, at no cost to BNSF, whenever requested by BNSF to allow BNSF to inspect the advanced railroad crossing warning signs and pavement markings and agrees Structure or to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCDmake emergency repairs thereto. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right of Agency to install utilities on or within the Structure or BNSF’s right of way will be governed by a separate permit or license agreement between the parties hereto. (fe) Notwithstanding Agency will periodically inspect the preceding provisionstructure and conduct periodic maintenance including such items as minimizing creature nesting, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreementin addition to ODOTs NBI bridge inspections. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (hf) If Agency (including its contractors and agents) or BNSF, on behalf of Agency, performs (i) alterations or modifications to the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintainedStructure, or by virtue of its obsolescence(ii) any maintenance or other work on the Structure with heavy tools, requires replacement, the cost of installation equipment or machinery at ground surface level horizontally within 25’-0” of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis centerline of the current Federal Aid Railroad Signal Program participation nearest track, or (iii) any maintenance or other work outside the limits of the deck of the Structure vertically above the top of the rail, then Agency or its contractors and/or agents must procure and applicable Agency at maintain the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contractedfollowing insurance coverage, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same which may be revised changed from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well : Railroad Protective Liability insurance naming only BNSF as the State Insured with coverage of Nebraska at least $5,000,000 per occurrence and $10,000,000 in the Federal Highway Administration, aggregate. The policy shall be issued on a standard ISO form CG 00 35 12 04 and include the following: • Endorsed to include the Pollution Exclusion Amendment • Endorsed to include the Limited Seepage and Pollution Endorsement. • Endorsed to remove any exclusion for a period of one (1) year from the date of the final punitive damages. • Endorsed to include Evacuation Expense Coverage Endorsement. • No other endorsements restricting coverage may be added. • The original policy must be provided to BNSF invoice prior to performing any work or services under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's written approval prior to the commencement of any such changes or modificationsmodifications from the BNSF Project Manager. 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit A F and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either (BNSF or its related railroads, ) or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that which is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; or (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) Agreement or the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the EasementLicense. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521_ _ _ _ _ _ _ _ 5. Agency must supervise and inspect the operations of all Agency contractors to ensure assure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSFthe BNSF railroad. If BNSF determines that proper supervision and inspection are is not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ for appropriate corrective action. 6. Section intentionally deleted. 7. Pursuant to this section and Article II, Section 6 herein, Agency must must, out of funds made available to it for the construction of the Project, reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 hereinAgreement. 78. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy GuideHighway Program Manual, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 89. The parties mutually agree that no construction activities for the Project, nor future maintenance of the Structure once completed, will be permitted during the fourth quarter of each calendar year. Emergency work will be permitted only upon prior notification to BNSF's Network Operations Center (telephone number: ▇▇▇ ▇▇▇-▇▇▇▇). The parties hereto mutually understand and agree that trains cannot be subjected to delay during this time period. 10. Subject to the restrictions imposed by Article IV, Section 9 above, the construction of the Project will not commence until Agency gives BNSF's Manager of Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N 085719J and must state the time that construction activities will begin. 911. In addition to the terms and conditions set forth elsewhere in this Agreement, including, but not limited to, the terms and conditions stated in Exhibit F, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for maintain, at its sole cost and expense, the Structure, the highway approaches, and appurtenances thereto, lighting, and drainage. BNSF may, at its option, perform maintenance on the Structure in order to avoid conflicts with train operations. BNSF will notify Agency prior to performing any such maintenance on the Structure. In the event such maintenance involves emergency repairs, maintenance, future construction or reconstruction BNSF will notify Agency at its earliest opportunity. Agency must fully reimburse BNSF for the costs of the Old ▇▇▇▇▇▇ ▇▇. sidewalk, including the portion of sidewalk located between the tracksmaintenance performed by BNSF pursuant to this subsection. (b) Agency will maintain must, at Agency’s sole cost and expense, keep the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation on the railroad track crossing surfaces Structure painted and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet free from the nearest railgraffiti. (c) Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (fd) Notwithstanding Agency must keep the preceding provisionStructure and surrounding areas clean and free from birds, if pigeons, scavengers, vermin, creatures and other animals. (e) If Agency (including its contractors and agents) or BNSF, on behalf of Agency, performs (i) alterations or modifications to the Structure, or (ii) any regulations, ordinances, acts, rules maintenance or other laws subsequently passed work on the Structure with heavy tools, equipment or amended by machinery at ground surface level horizontally within 25’-0” of the centerline of the nearest track, or (iii) any maintenance or other work outside the limits of the deck of the Structure vertically above the top of the rail, then Agency or its contractors and/or agents must procure and maintain the following insurance coverage: Railroad Protective Liability insurance naming only the Railroad as the Insured with coverage of at least $5,000,000 per occurrence and $10,000,000 in the aggregate. The policy Must be issued on a standard ISO form CG 00 35 10 93 and include the following: ♦ Endorsed to include the Pollution Exclusion Amendment (ISO form CG 28 31 10 93) ♦ Endorsed to include the Limited Seepage and Pollution Endorsement. ♦ Endorsed to remove any exclusion for punitive damages. ♦ No other governmental endorsements restricting coverage may be added. ♦ The original policy must be provided to the Railroad prior to performing any work or legislative authority increase the Agency’s portion of maintenance cost services under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's written approval prior to the commencement of any such changes or modificationsmodifications from the . 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit A F and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: : (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, , (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521: 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ for appropriate corrective action. 6. Pursuant BNSF will contribute (hereinafter referred to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for as "BNSF's Share") towards the total actual costs of all work performed the Project. BNSF’s Share will be based on the costs for preliminary engineering, right-of-way and construction within the following limits; (a) Where a grade crossing is eliminated by BNSF under this Agreement grade separation, the structure and approaches required to transition to a theoretical highway profile which would have been constructed if there were no railroad present, for the number of lanes on the existing highway and in accordance with the current design standards of the appropriate state highway agency; and (including taxesb) Where another facility, such as applicable sales a highway or waterway, requiring a bridge structure is located within the limits of a grade separation project, the estimated cost of a theoretical structure and use taxesapproaches as described in 23 CFR 646.210(c) (1) to eliminate the railroad-highway grade crossing without considering the presence of the waterway or other highway. Additionally, business local, state and occupation taxesfederal funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be , and similar taxes), less more particularly described (together with BNSF’s Share Share) on Exhibit G attached hereto and incorporated herein. Agency agrees to provide, to the BNSF Manager Evidence Preservation, such Project documentation and records as set forth in Article IV, Section 6 herein. 7are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with PR-1240 or the terms equivalent); any and provisions of all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, equivalent) or any other such project authorization or funding records as amended BNSF may request from time to time, which manual is hereby incorporated into and made . Such records will be provided by the Agency to BNSF on a part of this Agreement mutually agreeable schedule or within two (2) months after such records are generated or received by referencethe Agency. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described Section 130 Documentation shall be provided to BNSF in Article II, Section 2 herein are part the one of the costs of the Project even though such work may have preceded the date of this Agreement. 8. The construction of the Project will not commence until Agency gives BNSF's following manners: Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N and must state the time that construction activities will begin. 9. In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Old ▇▇Evidence Preservation ▇▇▇▇ ▇▇. sidewalk▇ ▇▇▇▇ Drive, including the portion of sidewalk located between the tracks. (b) Agency will maintain the elevation of the Old AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest rail. (c) Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: @▇▇▇▇▇▇ .▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject subje DocuSign Envelope ID: DE665F38-F863-42E5-BB29-D5B1B6902180 any such changes or modifications. ct to BNSF's written approval prior to the commencement of any such changes or modifications.of 2. The work hereunder must be done in accordance with the BNSF Requirements for construction of Grade Separation Projects set forth on Exhibit A F and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: : (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, , (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇, ▇.▇. ▇▇▇▇▇▇ St. #200 LincolnCounty Director of Engineering ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., NE 68521▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, TX 75071 Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇▇ for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 7. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 8. The construction of the Project will not commence until Agency gives BNSF's Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 and D.O.T. Crossing No. 074406N and must state the time that construction activities will begin. 9. In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Old ▇▇▇▇▇▇ ▇▇. sidewalk, including the portion of sidewalk located between the tracks. (b) Agency will maintain the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest rail. (c) Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. ) All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval prior to the commencement of any such changes or modifications. 2. ) The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit A F and the detailed plans and specifications approved by BNSF. 3. ) Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either (BNSF or its related railroads, ) or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. ) BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that which is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate exercise all remedies available at law or equity; provided, however, that BNSF will not have termination of the Temporary Construction License or the EasementEasement as a remedy prior to the twenty-fifth (25th) anniversary of the date hereof. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: Minneapolis Park and Recreation Board ▇▇. ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇ ▇. ▇▇▇▇ St. #200 LincolnMinneapolis, NE 68521MN 55411 Attn: Director, Design and Project Management 5. ) Agency must supervise and inspect the operations of all Agency contractors to ensure assure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSFthe BNSF railroad. If BNSF determines that proper supervision and inspection are is not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 7. ) All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. Highway Program 7) The parties mutually agree that no construction activities for the Project, nor future maintenance of the Trail or Associated Structure once completed, will be permitted during the fourth quarter of each calendar year. Emergency work will be permitted only upon prior notification to BNSF's preliminary engineering, design, ’s Network Operations Center (telephone number: ▇▇▇- ▇▇▇-▇▇▇▇). The parties hereto mutually understand and contract preparation costs described in agree that trains cannot be subjected to delay during this time period. 8) Subject to the restrictions imposed by Article IIIV, Section 2 herein are part of 9 above, the costs of the Project even though such work may have preceded the date of this Agreement. 8. The construction of the Project will not commence until Agency gives BNSF's ’s Manager of Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's ’s file number BF10017465 BF-20277660 and D.O.T. Crossing No. 074406N 980832V and must state the time that construction activities will begin. 9. ) In addition to the terms and conditions set forth elsewhere in this Agreement, including, but not limited to, the terms and conditions stated in Exhibit F, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) A. BNSF will, at its sole cost and expense, accept, own, and maintain its roadbed, track, any access gates installed pursuant to the Project, railroad drainage, and all other railroad facilities. B. Agency will own and be fully responsible for repairsmaintain, maintenanceat its sole cost and expense, future construction or reconstruction of the Old ▇▇▇▇▇▇ ▇▇. sidewalkTrail, including the portion of sidewalk located between the trackslighting, drainage and any access roadways to BNSF gates installed pursuant to this Agreement. (b) C. Agency will maintain must, at Agency’s sole cost and expense, keep the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk approaches to match the elevation on the railroad track crossing surfaces Trail and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet Associated Structure free from the nearest railgraffiti. (c) Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk, which will interfere with or endanger facilities of BNSF. (e) D. It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. E. Agency must keep the Trail, Associated Structure and surrounding areas clean and free from birds, pigeons, scavengers, vermin, creatures and other animals. F. If Agency (fincluding its contractors and agents) Notwithstanding performs (i) alterations or modifications to the preceding provisionTrail or Associated Structure, if or (ii) any regulations, ordinances, acts, rules maintenance or other laws subsequently passed work on the Trail or amended by Associated Structure with heavy tools, equipment or machinery at ground surface level horizontally within 25’-0” of the centerline of the nearest track, then Agency or any other governmental or legislative authority increase its contractors and/or agents must procure and maintain the Agency’s portion of maintenance cost under this Agreement, BNSF will receive following insurance coverage: i) Railroad Protective Liability insurance naming only the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (h) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warranted. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may Insured with coverage of at least $5,000,000 per occurrence and $10,000,000 in the aggregate. The policy must be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations.issued on a standard ISO form CG 00 35 10 93 and include the following: 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska and the Federal Highway Administration, for a period of one (1) year from Endorsed to include the date of Pollution Exclusion Amendment (ISO form CG 28 31 10 93) (2) Endorsed to include the final BNSF invoice under this AgreementLimited Seepage and Pollution Endorsement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval prior to the commencement of any such changes or modifications. 2. The work hereunder must be done in accordance with the Exhibit A and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ City of Seattle Department of Transportation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer ▇▇▇▇▇ ▇. ▇▇▇ PO Box 34996 Seattle, WA 98124 206.419.0736 ▇▇▇▇ St. #200 Lincoln, NE 68521▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇ ▇▇▇▇▇▇▇ for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must must, reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 7. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 8. The construction of the Project will not commence until Agency gives BNSF's Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 BF10017895 and D.O.T. Crossing No. 074406N 096202N and must state the time that construction activities will begin. 9. In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Old ▇▇▇▇▇▇ ▇▇. sidewalk, pedestrian pathway and approaches including the portion of sidewalk roadway located between the tracks. (b) Agency will maintain the elevation of the Old ▇▇▇▇▇▇ ▇▇. sidewalk Chelan Avenue pedestrian pathway approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest rail... (c) Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalkChelan Ave pedestrian pathway, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) BNSF will, at its sole cost and expense, operate and maintain the Crossing Signal Equipment, Crossing Signal Control House, and the new crossing surfaces, from end-of-tie to end-of-tie, in proper condition. (g) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (gh) If a railway or highway improvement project necessitates rearrangement, relocation, or alteration of the Crossing Signal Equipment, Crossing Signal House, or the new crossing surface installed hereunder, the costs for such rearrangement, relocation or alteration will be the responsibility of the party requesting such changes. (i) If any of the Crossing Signal Equipment is partially or wholly destroyed, then such repair and/or replacement costs must be distributed among the parties as follows: (j) In the event the BNSF’s sole negligence destroys or damages the Crossing Signal Equipment and/or the Crossing Signal House, BNSF must, at its sole cost and expense, replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (k) In the event the Crossing Signal Equipment is damaged or destroyed by any other cause, Agency must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (hl) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannot, through age, be maintained, or by virtue of its obsolescence, requires replacement, the cost of installation of the new crossing signal equipment and/or new crossing signal house will be negotiated paid by the parties hereto on the basis of the current Federal Aid Railroad Signal Program participation and applicable Agency at the time of such replacement is warrantedAgency. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska <%State%> and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: BNSF: BNSF's Manager Public Projects ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ Agency: ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ City of Seattle Department of Transportation ▇▇▇ ▇▇▇▇▇ Agency: City of Lincoln▇▇▇▇▇▇, Nebraska ▇▇▇▇▇ ▇. ▇▇▇ PO Box 34996 Seattle, WA 98124 206.419.0736 ▇▇▇▇ St. #200 Lincoln, NE 68521▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ 18. If there is a conflict between this agreement and the existing city ordinances governing this crossing then the existing city ordinances will govern.

Joint Obligations. IN CONSIDERATION of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this Agreement must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction which affect BNSF will be subject to BNSF's approval prior to the commencement of any such changes or modifications. 2. The work hereunder must be done in accordance with the Exhibit A and the detailed plans and specifications approved by BNSF. 3. Agency must require its contractor(s) to reasonably adhere to the Project's construction schedule for all Project work. The parties hereto mutually agree that BNSF's failure to complete the railroad work in accordance with the construction schedule due to inclement weather or unforeseen railroad emergencies will not constitute a breach of this Agreement by BNSF and will not subject BNSF to any liability. Regardless of the requirements of the construction schedule, BNSF reserves the right to reallocate the labor forces assigned to complete the railroad work in the event of an emergency to provide for the immediate restoration of railroad operations of either BNSF or its related railroads, or to protect persons or property on or near any BNSF owned property. BNSF will not be liable for any additional costs or expenses resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by BNSF pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this Agreement by BNSF. 4. BNSF will have the right to stop construction work on the Project if any of the following events take place: (i) Agency (or any of its contractors) performs the Project work in a manner contrary to the plans and specifications approved by BNSF; (ii) Agency (or any of its contractors), in BNSF’s opinion, prosecutes the Project work in a manner that is hazardous to BNSF property, facilities or the safe and expeditious movement of railroad traffic; (iii) the insurance described in the attached Exhibit C-1 is canceled during the course of the Project; or (iv) Agency fails to pay BNSF for the Temporary Construction License or the Easement pursuant to Article II, Section 1 of this Agreement. The work stoppage will continue until all necessary actions are taken by Agency or its contractor to rectify the situation to the satisfaction of BNSF’s Division Engineer or until proof of additional insurance has been delivered to and accepted by BNSF. In the event of a breach of (i) this Agreement, (ii) the Temporary Construction License, or (iii) the Easement, BNSF may immediately terminate the Temporary Construction License or the Easement. Any such work stoppage under this provision will not give rise to any liability on the part of BNSF. BNSF’s right to stop the work is in addition to any other rights BNSF may have including, but not limited to, actions or suits for damages or lost profits. In the event that BNSF desires to stop construction work on the Project, BNSF agrees to immediately notify the following individual in writing: ▇▇. ▇▇City of Wichita c/o ▇▇▇▇ ▇▇▇▇▇▇, PE Asst. City Engineer 455 N. Main, 7th Floor - Engineering ▇▇▇▇▇▇▇, ▇▇ ▇. ▇▇▇▇ St. #200 Lincoln, NE 68521▇ 5. Agency must supervise and inspect the operations of all Agency contractors to ensure compliance with the plans and specifications approved by BNSF, the terms of this Agreement and all safety requirements of BNSF. If BNSF determines that proper supervision and inspection are not being performed by Agency personnel at any time during construction of the Project, BNSF has the right to stop construction (within or adjacent to its operating right- right-of-way). Construction of the Project will not proceed until Agency corrects the situation to BNSF’s reasonable satisfaction. If BNSF feels the situation is not being corrected in an expeditious manner, BNSF will immediately notify ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF in full for the actual costs of all work performed by BNSF under this Agreement (including taxes, such as applicable sales and use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as set forth in Article IV, Section 6 herein. 7. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the terms and provisions of the Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. The parties mutually agree that BNSF's preliminary engineering, design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Project even though such work may have preceded the date of this Agreement. 8. The construction of the Project will not commence until Agency gives BNSF's Manager Public Projects thirty (30) days prior written notice of such commencement. The commencement notice will reference BNSF's file number BF10017465 BF10015499 and D.O.T. Crossing No. 074406N 670129A and must state the time that construction activities will begin. 9. In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the Old ▇▇▇▇▇▇ ▇▇. 17th St. sidewalk, including excluding the portion of sidewalk crossing surface located between the tracks and two (2) feet outside of the tracks. (b) Agency will maintain the elevation of the Old ▇▇▇▇▇▇ ▇▇. 17th St. sidewalk approaches to match the elevation on the railroad track crossing surfaces and to be no more than three (3) inches above or six (6) inches below top-of-rail elevation at a distance measured thirty (30) feet from the nearest rail. (c) Agency will maintain the advanced railroad crossing warning signs and pavement markings and agrees to hold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the Agency’s failure to maintain the advanced warning signs and markings or other requirements of the MUTCD. (d) Agency will do nothing and permit nothing to be done in the maintenance of the Old ▇▇▇▇▇▇ ▇▇. roadway or sidewalk17th St. sidewalks, which will interfere with or endanger facilities of BNSF. (e) It is expressly understood by Agency and BNSF that any right to install utilities will be governed by a separate permit or license agreement between the parties hereto. (f) Notwithstanding the preceding provision, if any regulations, ordinances, acts, rules or other laws subsequently passed or amended by the Agency or any other governmental or legislative authority increase the Agency’s portion of maintenance cost under this Agreement, BNSF will receive the benefit of any such regulations, ordinances, acts, rules or other laws and the Agency’s increased portion of maintenance costs will be incorporated into and made a part of this Agreement. (g) In If a railway or highway improvement project necessitates rearrangement, relocation, or alteration of the event Crossing Signal Equipment, or Crossing Signal House installed hereunder, the costs for such rearrangement, relocation or alteration will be the responsibility of the party requesting such changes. (h) If any of the Crossing Signal Equipment is damaged partially or destroyed by any other causewholly destroyed, Agency then such repair and/or replacement costs must be distributed among the parties as follows: (i) In the event the BNSF’s sole negligence destroys or damages the Crossing Signal Equipment and/or the Crossing Signal House, BNSF must, at its sole cost and expense, replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (j) In the event the Contractor’s sole negligence destroys or damages the Crossing Signal Equipment and/or the Crossing Signal House, Contractor must reimburse BNSF for the costs to replace or repair such Crossing Signal Equipment and/or Crossing Signal House. (hk) If the Crossing Signal Equipment and/or Crossing Signal House installed hereunder cannotBNSF will operate and maintain, through age, be maintained, or by virtue of at its obsolescence, requires replacementexpense, the cost of installation of necessary relays and other materials required to preempt the new highway traffic control signals with the grade crossing signal equipment and/or new warning devices. (l) BNSF will operate and maintain, at its expense, the railroad crossing signal house warning devices up to the contact terminals in the interface box. (m) Agency will be negotiated by own, operate and maintain, at its expense, the parties hereto on highway traffic control signals up to and including connection to the basis of contact terminals in the current Federal Aid Railroad Signal Program participation interface box including all necessary cable and applicable Agency at the time of such replacement is warrantedconduit. 10. Agency must notify and obtain prior authorization from BNSF's Manager of Public Projects before entering BNSF's right-of-way for Inspection and Maintenance purposes and the BNSF Manager of Public Projects will determine if flagging is required. If the construction work hereunder is contracted, Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and Exhibit C-1, as the same may be revised from time to time. Agency will be responsible for its contractor(s) compliance with such obligations. 11. Any books, papers, records and accounts of the parties hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the parties hereto, as well as the State of Nebraska Kansas and the Federal Highway Administration, for a period of one (13) year from the date of the final BNSF invoice under this Agreement. 12. The covenants and provisions of this Agreement are binding upon and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. 13. In the event construction of the Project does not commence within 12 months (1 year) of the Effective Date, this Agreement will become null and void. 14. Neither termination nor expiration of this Agreement will release either party from any liability or obligation under this Agreement, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or expiration. 15. To the maximum extent possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 16. This Agreement (including exhibits and other documents, manuals, etc. incorporated herein) is the full and complete agreement between BNSF and Agency with respect to the subject matter herein and supersedes any and all other prior agreements between the parties hereto. 17. Any notice provided for herein or concerning this Agreement must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the parties at the following addresses: BNSF: BNSF's Manager Public Projects ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Agency: City of Lincoln, Nebraska Wichita ▇▇▇ ▇. ▇▇▇▇ St. #200 Lincoln▇▇▇▇▇▇▇, NE 68521▇▇ ▇▇▇▇▇