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 written approval prior to the commencement of any such changes or modifications from the . 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit 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: 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. BNSF will contribute (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, state and federal funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be , more particularly described (together with BNSF’s 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 are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF may request from time to time. Such records will be provided by the Agency to BNSF on a mutually agreeable schedule or within two (2) months after such records are generated or received by the Agency. Section 130 Documentation shall be provided to BNSF in the one of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxx

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 modifications from the modifications. 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit F 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 Xxxx Xxxxxx, PE 455 N. Main, 7th Floor - Engineering Xxxxxxx, XX 00000 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 Xx. Xxxx Xxxxxx for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF will contribute (hereinafter referred to as "BNSF's Share") towards in full for the total 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). 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 BF10015499 and D.O.T. Crossing No. 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 17th St. sidewalk, excluding the portion of crossing surface located between the tracks and two (2) feet outside of the tracks. (b) Agency will maintain the elevation of the 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 17th St. sidewalks, which will interfere with or endanger facilities of BNSF’s Share . (e) It is expressly understood by Agency and BNSF that any right to install utilities will be based on 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) If a railway or highway improvement project necessitates rearrangement, relocation, or alteration of the Crossing Signal Equipment, or Crossing Signal House installed hereunder, the costs for preliminary engineeringsuch rearrangement, relocation or alteration will be the responsibility of the party requesting such changes. (h) 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 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. (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 construction within the following limits; (a) Where a grade crossing is eliminated by grade separation, the structure Maintenance purposes 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, state and federal funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be , more particularly described (together with BNSF’s Share) on Exhibit G attached hereto and incorporated herein. Agency agrees to provide, to the BNSF Manager Evidence Preservationof Public Projects will determine if flagging is required. If the construction work hereunder is contracted, such Project documentation Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and records Exhibit C-1, as are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF same may request be revised from time to time. Such records Agency will be provided 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 Agency to BNSF on a mutually agreeable schedule or within two (2) months after such records are generated or received by the Agency. Section 130 Documentation shall be provided to BNSF in the one agents and authorized representatives of the parties hereto, as well as the State of Kansas and the Federal Highway Administration, for a period of one (3) 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 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 mannersaddresses: BNSF: BNSF's Manager Evidence Preservation Public Projects 0000 Xxx Xxxxxx Xxx. Xxxxxx Xxxx, XX 00000 Agency: City of Wichita 000 X. Xxxx DriveXxxxxxx, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxXX 00000

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 modifications from the modifications. 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit F 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:: Xxxxx Xxxxxxx Director of Public Works 0000 XX Xxxx Xxxxx Drive Burleson, TX 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-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 Xxxxx Xxxxxxx (Director of Public Works) for appropriate corrective action. 6. BNSF will contribute (hereinafter referred Pursuant to as "BNSF's Share") towards the total actual costs this section and Article II, Section 6 herein, Agency must, out of the Project. BNSF’s Share will be based on the costs funds made available to it 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, state and federal funds will be used in the construction of the Project. The total actual cost of construction ”, reimburse BNSF in full for the Project is presently estimated actual costs of all work performed by BNSF under this Agreement. 7. All expenses detailed in statements sent to be Agency pursuant to Article II, more particularly described (together Section 6 herein will comply with BNSF’s Share) on Exhibit G attached hereto the terms and incorporated herein. Agency agrees to provideprovisions of the Federal Aid Highway Program Manual, to the BNSF Manager Evidence PreservationU.S. Department of Transportation, such Project documentation and records as are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF may request amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. Such records 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 be provided by 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 numbers 020664T and 020460G and D.O.T. Crossing No. 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 BNSF on a mutually agreeable schedule or within two (2) months after such records are generated or received by the Agency. Section 130 Documentation shall be provided to BNSF in the one following terms upon completion of construction of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx DriveProject: (a) Agency will own and be fully responsible for repairs, AOB-3 Fort Worthmaintenance, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxfuture construction or reconstruction of the XX Xxxxxxx Boulevard roadway and sidewalk. (b) Agency will own and be fully responsible for repairs, maintenance, and future replacement of the end-of-road barricades located at the closed County Road 921 crossing located a milepost 331.33.

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 acceptance prior to the commencement of any such changes or modifications from the Manager of Engineering and Manager of Public Projects. 2. The work hereunder must be done in accordance with the Bridge BNSF Requirements for construction of Grade Separation Projects set forth on Exhibit 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: 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. 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-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, local and state and federal 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 G H attached hereto and incorporated herein. 7. Pursuant to this section and Article II, Section 6 herein, Agency agrees to provide, to must reimburse BNSF in full for the actual costs of all work performed by BNSF Manager Evidence Preservationunder this Agreement (including taxes, such Project documentation as applicable sales and records use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as are agreed 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 between 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 parties including: any project applications; any letters enforcement of approval and/or authorization forms (ega judgment arising from such action or proceeding. 8. PR-1240 or All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the equivalent); any terms and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or provisions of the equivalent) or any other such project authorization or funding records Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as BNSF may request amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. Such records 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. 9. The parties mutually agree that neither construction activities for the Project, nor future maintenance of the Structure once completed, will be provided 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: 000 000-0000). 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 D.O.T. Crossing No. 026519P and must state the time that construction activities will begin. 11. 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 Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and 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 a mutually agreeable schedule or within two 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, BNSF will notify Agency at its earliest opportunity. Agency must fully reimburse BNSF for the costs of maintenance performed by BNSF pursuant to this subsection (2b) months after such records are generated or received by Agency must, at Agency’s sole cost and expense, keep the Agency. Section 130 Documentation shall be provided to BNSF in the one of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxStructure painted and free from graffiti.

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 written approval prior to the commencement of any such changes or modifications from the modifications. 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit F 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: 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-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, COUNTY must, out of funds made available to it for the construction of the Improvements, reimburse BNSF will contribute (hereinafter referred to as "BNSF's Share") towards in full for the total 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). 7. All expenses detailed in statements sent to COUNTY pursuant to Article II, Section 6 herein will comply with the Projectterms 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 Share will be based on the costs for 's preliminary engineering, right-of-way design, and contract preparation costs described in Article II, Section 2 herein are part of the costs of the Improvements even though such work may have preceded the date of this Agreement. 8. The construction within of the Improvements will not commence until 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 BF10015565 and D.O.T. Crossing No. 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, the COUNTY, and the CITY agree to the following limits;terms upon completion of construction of the Improvements: (a) Where a grade crossing is eliminated by grade separationCOUNTY and CITY will each own and be fully responsible for repairs, the structure and approaches required to transition to a theoretical highway profile which would have been constructed if there were no railroad presentmaintenance, for the number of lanes on the existing highway and in accordance with the current design standards future construction or reconstruction of the appropriate state highway agency; andCOUNTY ROADS and CITY ROADS, respectively. (b) Where another facility, such as COUNTY and CITY will each maintain the elevation of the 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 highway or waterway, requiring a bridge structure is located within distance measured thirty (30) feet from the limits of a grade separation project, the estimated cost of a theoretical structure and approaches as described in 23 CFR 646.210(c)nearest rail. (1c) COUNTY will maintain the advanced railroad crossing warning signs and pavement markings on the COUNTY ROADS and agrees to eliminate hold harmless and indemnify BNSF for any portion of claims, damages or lossescaused by or due to the railroad-highway grade crossing without considering COUNTY’s failure to maintain the presence advanced warning signs and markings or other requirements of the waterway MMUTCD. (d) CITY will maintain the advanced railroad crossing warning signs and pavement markings on the CITY ROADS and agrees to hold harmless and indemnify BNSF for any portion of claims, damages or losses caused by or due to the CITY’s failure to maintain the advanced warning signs and markings or other highway. Additionally, local, state and federal funds will be used in the construction requirements of the Project. The total actual cost of construction for the Project is presently estimated to be , more particularly described (together with BNSF’s 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 are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF may request from time to time. Such records will be provided by the Agency to BNSF on a mutually agreeable schedule or within two (2) months after such records are generated or received by the Agency. Section 130 Documentation shall be provided to BNSF in the one of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxMMUTCD.

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 modifications from the modifications. 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit F 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: 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 will contribute (hereinafter referred to as "BNSF's Share") towards in full for the total actual costs of the Projectall 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 be based on comply with the costs for 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, right-of-way 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 within 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 <%Xxxxxx.Xxxxxxxxx.XX%> and D.O.T. Crossing No. 9. In addition to the terms and conditions set forth elsewhere in this Agreement, BNSF and the Agency agree to 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 terms upon completion 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, state and federal funds will be used in the construction of the Project. The total actual cost : a) Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of construction for the Project is presently estimated roadway, including the portion of roadway located between the tracks. b) Agency will maintain the elevation of the roadway approaches to match the elevation on the railroad track crossing surfaces and to be , no more particularly described than three (together with BNSF’s Share3) on Exhibit G attached hereto 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 incorporated herein. Agency pavement markings and agrees to providehold harmless and indemnify BNSF for any claims, damages or losses, in whole or in part, caused by or due to the BNSF Manager Evidence Preservation, such Project documentation Agency’s failure to maintain the advanced warning signs and records as are agreed markings or other requirements of the MUTCD. d) Agency will do nothing and permit nothing to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF may request from time to time. Such records will be provided by the Agency to BNSF on a mutually agreeable schedule or within two (2) months after such records are generated or received by the Agency. Section 130 Documentation shall be provided to BNSF done in the one maintenance of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxthe

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 modifications from the modifications. 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit F 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:: Xx. Xxxxxx Xxxxxx, PE Asst. City Engineer 000 X. Xxxx 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 Xx. Xxxxxx for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must reimburse BNSF will contribute (hereinafter referred to as "BNSF's Share") towards in full for the total actual costs of the Project. 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 be based on comply with the costs for 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 Xxxxxx Xx. sidewalk, including the portion of sidewalk located between the tracks. (b) Agency will maintain the elevation of the Old Xxxxxx Xx. 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 Xxxxxx Xx. 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 construction within the following limits; (a) Where a grade crossing is eliminated by grade separation, the structure Maintenance purposes 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, state and federal funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be , more particularly described (together with BNSF’s Share) on Exhibit G attached hereto and incorporated herein. Agency agrees to provide, to the BNSF Manager Evidence Preservationof Public Projects will determine if flagging is required. If the construction work hereunder is contracted, such Project documentation Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and records Exhibit C-1, as are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF same may request be revised from time to time. Such records Agency will be provided 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 Agency to BNSF on a mutually agreeable schedule or within two (2) months after such records are generated or received by the Agency. Section 130 Documentation shall be provided to BNSF in the one 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 mannersaddresses: Manager Evidence Preservation 0000 Xxx Xxxxxx Xxxx, XX 00000 Agency: City of Lincoln, Nebraska 000 X. Xxxx DriveSt. #200 Lincoln, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxNE 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 modifications from the Xxxxx Xxxxxxxx. 2. The work hereunder must be done in accordance with the Bridge BNSF Requirements for construction of Grade Separation Projects set forth on Exhibit 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: 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-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 will contribute (hereinafter referred to as "BNSF's Share") towards in full for the total 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). 8. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the Projectterms 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 Share will be based on the costs for 's preliminary engineering, rightdesign, 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. 9. 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: 000 000-of-way 0000). 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 within 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 D.O.T. Crossing No. Pending and must state the time that construction activities will begin. 11. 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 Agency agree to the following limits;terms upon completion of construction of the Project: (a) Where a grade crossing is eliminated by grade separationAgency will own and maintain, at its sole cost and expense, the structure Structure, the highway approaches, and approaches required appurtenances thereto, lighting, drainage and any access roadways to transition BNSF gates installed pursuant to a theoretical highway profile which would have been constructed if there were no railroad presentthis Agreement. BNSF may, for the number of lanes at its option, perform maintenance on the existing highway and Structure in accordance order to avoid conflicts with train operations. BNSF will notify Agency prior to performing any such maintenance on the current design standards Structure. In the event such maintenance involves emergency repairs, BNSF will notify Agency at its earliest opportunity. Agency must fully reimburse BNSF for its actual costs of the appropriate state highway agency; andmaintenance performed by BNSF pursuant to this subsection (a). (b) Where another facilityAgency must, at Agency’s sole cost and expense, keep the Structure painted and free from graffiti. (c) Agency 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 Structure or to make emergency repairs thereto. (d) 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. (e) Agency will periodically inspect the structure and conduct periodic maintenance including such items as a highway minimizing creature nesting, in addition to ODOTs NBI bridge inspections. (f) If Agency (including its contractors and agents) or waterwayBNSF, requiring a bridge structure is located on behalf of Agency, performs (i) alterations or modifications to the Structure, or (ii) any maintenance or other work on the Structure with heavy tools, equipment or 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 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 deck of the waterway or other highway. Additionally, local, state and federal funds will be used in Structure vertically above the construction top of the Project. The total actual cost of construction for rail, then Agency or its contractors and/or agents must procure and maintain the Project is presently estimated to following insurance coverage, which may be , more particularly described (together with BNSF’s 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 are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF may request changed from time to time: Railroad Protective Liability insurance naming only BNSF as the Insured with coverage of at least $5,000,000 per occurrence and $10,000,000 in the aggregate. Such records will The policy shall be provided by the Agency to BNSF issued on a mutually agreeable schedule or within two (2) months after such records are generated or received by standard ISO form CG 00 35 12 04 and include the Agencyfollowing: • Endorsed to include the Pollution Exclusion Amendment • Endorsed to include the Limited Seepage and Pollution Endorsement. Section 130 Documentation shall • Endorsed to remove any exclusion for 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 in the one of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxprior to performing any work or services under this Agreement

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 written the RAILROAD’S approval prior to the commencement of any such changes or modifications from the modifications. 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit F 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:. 54. 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. 5. BNSF will contribute (hereinafter referred In addition to as "BNSF's Share") towards the total actual costs terms and conditions set forth elsewhere in this AGREEMENT, the RAILROAD and the DEPARTMENT agree to the following terms upon completion of construction of the Project: A. The DEPARTMENT will own and maintain, at its sole cost and expense, the Overpass, including the highway approaches and the appurtenances thereto, lighting, drainage, and any access roadway up to any gate to RAILROAD property installed pursuant to this AGREEMENT. BNSF’s Share If the RAILROAD determines in good faith that emergency maintenance work on the Overpass is needed for the immediate restoration of railroad operations or for the protection of persons or RAILROAD property, such work may be performed by the RAILROAD without prior approval of the DEPARTMENT. 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 the DEPARTMENT for audit on request during normal business hours, for a period of three (3) 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 based performed on the costs Overpass by RAILROAD without prior written approval from the DEPARTMENT. 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 minimum actual vertical clearance from the bottom of the Overpass to the top of the rails below. D. The DEPARTMENT shall conduct inspections of the Overpass every two (2) years and provide inspection reports to the RAILROAD. The RAILROAD shall promptly provide the DEPARTMENT a right of entry to perform such inspections. E. It is expressly understood by the DEPARTMENT and the RAILROAD that any right to install utilities will be governed by a separate permit or license agreement between the 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 (including its contractors and agents) or the RAILROAD, on behalf of the DEPARTMENT, performs (1) alterations or modifications to the Structure/Overpass, or (2) any maintenance or other work on the Overpass with heavy tools, equipment, or machinery at ground surface level horizontally within 25′-0″ of the centerline of the nearest track, or (3) any maintenance or other work outside the limits of the deck of the Overpass vertically above the top of the rail, the DEPARTMENT or its contractors and/or agents must procure and maintain the following insurance coverage: i. 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: 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 AGREEMENT. ii. As used in this paragraph, “RAILROAD” includes the RAILROAD and the subsidiaries, successors, assigns, and affiliates of each. 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 preliminary engineeringmaintenance on the deck of the Structure/Overpass, the DEPARTMENT must notify and obtain prior authorization from the RAILROAD’S Manager of Public Projects before entering RAILROAD right-of-way and construction within for maintenance or future alteration or reconstruction purposes, which authorization shall not be unreasonably withheld or delayed. If the following limits; (a) Where a grade crossing alteration or reconstruction work is eliminated by grade separationcontracted, the structure and approaches required DEPARTMENT will require its contractor(s) 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 comply with the current design standards obligations in favor of the appropriate state highway agency; andRAILROAD. (b) Where another facility7. The RAILROAD may, such as a highway at its expense, make future changes or waterwayadditions to the railroad components under the Overpass if necessary or desirable, requiring a bridge structure is located within in the limits of a grade separation projectRAILROAD’S sole discretion, including, without limitation, the estimated cost of a theoretical structure and approaches as described in 23 CFR 646.210(c) following: (1) the right to eliminate 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 grade crossing without considering the presence components of the waterway 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 highwayrecreational 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. AdditionallyAny books, localpapers, state records, and federal funds 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 used open to inspection and audit by the agents and authorized representatives of the PARTIES hereto, as well as the State of and the Federal Highway Administration, for a period of three (3) years from the date of final payment under this AGREEMENT. 10. The covenants and provisions of this AGREEMENT are binding 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. 11. In the event that construction of the ProjectProject does not commence within three (3) years of the Effective Date, this AGREEMENT will become null and void. 12. The total actual cost Neither termination nor expiration of construction for 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 Project is presently estimated date of termination or expiration. 13. 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, more particularly described 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. 14. This AGREEMENT (together with BNSF’s Share) on Exhibit G attached hereto including exhibits and other documents, manuals, and so forth incorporated herein) is the full and complete agreement between the RAILROAD and the DEPARTMENT with respect to the subject matter herein and supersedes any and all other prior agreements between the PARTIES hereto. 15. Agency agrees to provideAny 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 BNSF Manager Evidence Preservation, such Project documentation and records as are agreed PARTIES at the following addresses: RAILROAD DEPARTMENT Contact Name: Address: Contact Name: Address: City: State: City: State: Contact Number: Contact Number: 16. No modification or amendment to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF may request from time to time. Such records will be provided by the Agency to BNSF on a mutually agreeable schedule or within two (2) months after such records are generated or received by the Agency. Section 130 Documentation this AGREEMENT shall be valid until the same is provided in writing and executed with the same formalities as were attendant to BNSF in the one of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxAGREEMENT.

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 modifications from the modifications. 2. ) The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit 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 0000 Xxxx Xxxxx Xxxx X. Minneapolis, MN 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-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 Xxxxxxx Xxxxxxx for appropriate corrective action. 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 Federal Aid 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 Network Operations Center (telephone number: 000- 000-0000). The parties hereto mutually understand and agree that trains cannot be subjected to delay during this time period. 8) 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 BF-20277660 and D.O.T. Crossing No. 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 will contribute (hereinafter referred and Agency agree to as "BNSF's Share") towards the total actual costs following terms upon completion of construction of the Project. BNSF: 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 maintain, at its sole cost and expense, the Trail, lighting, drainage and any access roadways to BNSF gates installed pursuant to this Agreement. C. Agency must, at Agency’s Share sole cost and expense, keep the Trail and Associated Structure free from graffiti. D. It is expressly understood by Agency and BNSF that any right to install utilities will be based 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 (including its contractors and agents) performs (i) alterations or modifications to the Trail or Associated Structure, or (ii) any maintenance or other work on the costs for preliminary engineeringTrail or Associated Structure with heavy tools, right-of-way equipment or machinery at ground surface level horizontally within 25’-0” of the centerline of the nearest track, then Agency or its contractors and/or agents must procure and construction within maintain the following limits;insurance coverage: (ai) Where 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 grade crossing is eliminated by grade separation, standard ISO form CG 00 35 10 93 and include 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)following: (1) Endorsed to eliminate include the railroad-highway grade crossing without considering the presence of the waterway or other highway. Additionally, local, state and federal funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be , more particularly described Pollution Exclusion Amendment (together with BNSF’s ShareISO form CG 28 31 10 93) on Exhibit G attached hereto and incorporated herein. Agency agrees to provide, to the BNSF Manager Evidence Preservation, such Project documentation and records as are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF may request from time to time. Such records will be provided by the Agency to BNSF on a mutually agreeable schedule or within two (2) months after such records are generated or received by Endorsed to include the Agency. Section 130 Documentation shall be provided to BNSF in the one of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxLimited Seepage and Pollution Endorsement.

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 from the .of 2. The work hereunder must be done in accordance with the Bridge BNSF Requirements for construction of Grade Separation Projects set forth on Exhibit 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:: Xxxxxxxx Xxxxxxxxx, X.X. Xxxxxx County Director of Engineering 0000 Xxxxxxxxx Xxx., Xxxxx 000 XxXxxxxx, TX 75071 Email: xxxxxxxxxx@xxxxxxxxxxxxxx.xxx 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. BNSF will contribute (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, state and federal funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be , more particularly described (together with BNSF’s 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 are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF may request from time to time. Such records will be provided by the Agency to BNSF on a mutually agreeable schedule or within two (2) months after such records are generated or received by the Agency. Section 130 Documentation shall be provided to BNSF in the one of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxx.

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 modifications from the modifications. 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit F 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 Xxxxxx Xxxxxxxxx 0000 X. Xxxxxxxx Drive Olathe, KS 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-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 Xx. Xxxxxxxxx for appropriate corrective action. 6. Pursuant to this section and Article II, Section 6 herein, Agency must, reimburse BNSF will contribute (hereinafter referred to as "BNSF's Share") towards in full for the total 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). 7. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the Projectterms 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 Share will be based on the costs for '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 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 sidewalk. (b) Agency will maintain the 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 signs and markings or other requirements of the MUTCD. (c) Agency will do nothing and permit nothing to be done in the maintenance of Church St. and the sidewalk, which will interfere with or endanger facilities of BNSF. (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) 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. 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 construction within the following limits; (a) Where a grade crossing is eliminated by grade separation, the structure Maintenance purposes 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, state and federal funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be , more particularly described (together with BNSF’s Share) on Exhibit G attached hereto and incorporated herein. Agency agrees to provide, to the BNSF Manager Evidence Preservationof Public Projects will determine if flagging is required. If the construction work hereunder is contracted, such Project documentation Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and records Exhibit C-1, as are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF same may request be revised from time to time. Such records Agency will be provided 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 Agency to BNSF on a mutually agreeable schedule or within two (2) months after such records are generated or received by the Agency. Section 130 Documentation shall be provided to BNSF in the one agents and authorized representatives of the parties hereto, as well as the State of 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 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 mannersaddresses: BNSF: BNSF's Manager Evidence Preservation Public Projects 0000 Xxx Xxxx DriveXxxxxx Xxx. Kansas City, AOB-3 Fort WorthKS 66106 Agency: Public Works Dept. 0000 X. Xxxxxxxx Drive Olathe, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxKS 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 written approval prior to the commencement of any such changes or modifications from the Xxxxx Xxxxxxxx. 2. The work hereunder must be done in accordance with the Bridge BNSF Requirements for construction of Grade Separation Projects set forth on Exhibit 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: 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-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 will contribute (hereinafter referred to as "BNSF's Share") towards in full for the total 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). 8. All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the Projectterms 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 Share will be based on the costs for 's preliminary engineering, rightdesign, 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. 9. 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: 000 000-of-way 0000). 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 within 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 D.O.T. Crossing No. 977699P and must state the time that construction activities will begin. 11. 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 Agency agree to the following limits;terms upon completion of construction of the Project: (a) Where a grade crossing is eliminated by grade separationAgency will own and maintain, at its sole cost and expense, the structure Structure, the highway approaches, and approaches required appurtenances thereto, lighting, drainage and any access roadways to transition BNSF gates installed pursuant to a theoretical highway profile which would have been constructed if there were no railroad presentthis Agreement. BNSF may, for the number of lanes at its option, perform maintenance on the existing highway and Structure in accordance order to avoid conflicts with train operations. BNSF will notify Agency prior to performing any such maintenance on the current design standards Structure. In the event such maintenance involves emergency repairs, BNSF will notify Agency at its earliest opportunity. Agency must fully reimburse BNSF for its actual costs of the appropriate state highway agency; andmaintenance performed by BNSF pursuant to this subsection (a). (b) Where another facilityAgency must, at Agency’s sole cost and expense, keep the Structure painted and free from graffiti. (c) Agency 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 Structure or to make emergency repairs thereto. (d) 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. (e) Agency will periodically inspect the structure and conduct periodic maintenance including such items as a highway minimizing creature nesting, in addition to ODOTs NBI bridge inspections. (f) If Agency (including its contractors and agents) or waterwayBNSF, requiring a bridge structure is located on behalf of Agency, performs (i) alterations or modifications to the Structure, or (ii) any maintenance or other work on the Structure with heavy tools, equipment or 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 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 deck of the waterway or other highway. Additionally, local, state and federal funds will be used in Structure vertically above the construction top of the Project. The total actual cost of construction for rail, then Agency or its contractors and/or agents must procure and maintain the Project is presently estimated to following insurance coverage, which may be , more particularly described (together with BNSF’s 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 are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF may request changed from time to time: Railroad Protective Liability insurance naming only BNSF as the Insured with coverage of at least $5,000,000 per occurrence and $10,000,000 in the aggregate. Such records will The policy shall be provided by the Agency to BNSF issued on a mutually agreeable schedule or within two (2) months after such records are generated or received by standard ISO form CG 00 35 12 04 and include the Agencyfollowing: • Endorsed to include the Pollution Exclusion Amendment • Endorsed to include the Limited Seepage and Pollution Endorsement. Section 130 Documentation shall • Endorsed to remove any exclusion for 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 in the one of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxprior to performing any work or services under this 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 written approval acceptance prior to the commencement of any such changes or modifications from the Manager of Public Projects. 2. The work hereunder must be done in accordance with the Bridge BNSF Requirements for construction of Grade Separation Projects set forth on Exhibit 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: 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. 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, local and state and federal 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 agrees to provide, to must reimburse BNSF in full for the actual costs of all work performed by BNSF Manager Evidence Preservationunder this Agreement (including taxes, such Project documentation as applicable sales and records use taxes, business and occupation taxes, and similar taxes), less BNSF’s Share as are agreed 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 between 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 parties including: any project applications; any letters enforcement of approval and/or authorization forms (ega judgment arising from such action or proceeding. 8. PR-1240 or All expenses detailed in statements sent to Agency pursuant to Article II, Section 6 herein will comply with the equivalent); any terms and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or provisions of the equivalent) or any other such project authorization or funding records Title 23 U.S. Code, Title 23 Code of Federal Regulations, and the Federal-Aid Policy Guide, U.S. Department of Transportation, as BNSF may request amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. Such records 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. 9. The parties mutually agree that neither construction activities for the Project, nor future maintenance of the Structure once completed, will be provided 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: 000 000-0000). 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 D.O.T. Crossing No. 026519P and must state the time that construction activities will begin. 11. 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 Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and 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 a mutually agreeable schedule or within two 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, BNSF will notify Agency at its earliest opportunity. Agency must fully reimburse BNSF for the costs of maintenance performed by BNSF pursuant to this subsection (2b) months after such records are generated or received by Agency must, at Agency’s sole cost and expense, keep the Agency. Section 130 Documentation shall be provided to BNSF in the one of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxStructure painted and free from graffiti.

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 modifications from the modifications. 2. ) The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit F 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:: Xxxxxx Xxxxxxxx Director of Public Works 000 XX Xxxx Xxxxx Road Burleson, TX 76028-4296 Email: XXxxxxxxx@xxxxxxxxxx.xxx 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-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 Xxxxxx Xxxxxxxx for appropriate corrective action. . 5) Pursuant to this section and Article II, Section 6 herein, Agency must, out of funds made available to it for the construction of the Project”, reimburse BNSF will contribute (hereinafter referred to as "BNSF's Share") towards in full for the total 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). 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. 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: BF-20431191 and D.O.T. Crossing No. 020664T and must state the time that construction activities will begin. 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. Agency will own and be fully responsible for repairs, maintenance, future construction or reconstruction of the XX XXXXXXX BOULEVARD roadway and sidewalks. B. Agency will maintain the elevation of the XX XXXXXXX BOULEVARD roadway and sidewalk approaches to match the elevation on the railroad track crossing surfaces. 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 XXXXXX STREET roadway and sidewalks, which will interfere with or endanger facilities of BNSF’s Share . E. It is expressly understood by Agency and BNSF that any right to install utilities will be based on 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. H. 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 preliminary engineeringsuch rearrangement, relocation or alteration will be the responsibility of the party requesting such changes. 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. 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 construction within the following limits; (a) Where a grade crossing is eliminated by grade separation, the structure Maintenance purposes 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, state and federal funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be , more particularly described (together with BNSF’s Share) on Exhibit G attached hereto and incorporated herein. Agency agrees to provide, to the BNSF Manager Evidence Preservationof Public Projects will determine if flagging is required. If the construction work hereunder is contracted, such Project documentation Agency must require its prime contractor(s) to comply with the obligations set forth in Exhibit C and records Exhibit C- 1, as are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF same may request be revised from time to time. Such records Agency will be provided responsible for its contractor(s) compliance with such obligations. 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 Agency agents and authorized representatives of the parties hereto, as well as the State of Texas and the Federal Highway Administration, for a period of one (1) year from the date of the final BNSF invoice under this Agreement. 11) The covenants and provisions of this Agreement are binding upon and inure to BNSF on a mutually agreeable schedule 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. 12) In the event construction of the Project does not commence within two (2) months after such records are generated or received by the Agency. Section 130 Documentation shall be provided to BNSF in the one years of the Effective Date, this Agreement will become null and void. 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. 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 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. 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 manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxaddresses:

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 modifications from the BNSF Project Manager. 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit 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:: _ _ _ _ _ _ _ _ 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-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 (hereinafter referred Section intentionally deleted. 7. Pursuant to as "BNSF's Share") towards the total actual costs this section and Article II, Section 6 herein, Agency must, out of the Project. BNSF’s Share will be based on the costs funds made available to it 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, state and federal funds will be used in the construction of the Project. The total actual cost of construction , reimburse BNSF in full for the Project is presently estimated actual costs of all work performed by BNSF under this Agreement. 8. All expenses detailed in statements sent to be Agency pursuant to Article II, more particularly described (together Section 6 herein will comply with BNSF’s Share) on Exhibit G attached hereto the terms and incorporated herein. Agency agrees to provideprovisions of the Federal Aid Highway Program Manual, to the BNSF Manager Evidence PreservationU.S. Department of Transportation, such Project documentation and records as are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF may request amended from time to time, which manual is hereby incorporated into and made a part of this Agreement by reference. Such records 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. 9. The parties mutually agree that no construction activities for the Project, nor future maintenance of the Structure once completed, will be provided 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: 000 000-0000). 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 D.O.T. Crossing No. 085719J and must state the time that construction activities will begin. 11. 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 Agency agree to the following terms upon completion of construction of the Project: (a) Agency will own and 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, BNSF will notify Agency at its earliest opportunity. Agency must fully reimburse BNSF for the costs of maintenance performed by BNSF pursuant to this subsection. (b) Agency must, at Agency’s sole cost and expense, keep the Structure painted and free from graffiti. (c) 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. (d) Agency must keep the Structure and surrounding areas clean and free from birds, 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 maintenance or other work on the Structure with heavy tools, equipment or 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 mutually agreeable schedule or within two standard ISO form CG 00 35 10 93 and include the following: ♦ Endorsed to include the Pollution Exclusion Amendment (2ISO form CG 28 31 10 93) months after such records are generated or received by ♦ Endorsed to include the AgencyLimited Seepage and Pollution Endorsement. Section 130 Documentation shall ♦ Endorsed to remove any exclusion for punitive damages. ♦ No other endorsements restricting coverage may be added. ♦ The original policy must be provided to BNSF in the one of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxxRailroad prior to performing any work or services under this 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 written approval prior to the commencement of any such changes or modifications from the . 2. The work hereunder must be done in accordance with the Bridge Requirements set forth on Exhibit 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: 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-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. BNSF will contribute (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, state and federal funds will be used in the construction of the Project. The total actual cost of construction for the Project is presently estimated to be , more particularly described (together with BNSF’s 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 are agreed to between the parties including: any project applications; any letters of approval and/or authorization forms (eg. PR-1240 or the equivalent); any and all payment Voucher forms requesting FHWA reimbursement (eg. PR-20 or the equivalent) or any other such project authorization or funding records as BNSF may request from time to time. Such records will be provided by the Agency to BNSF on a mutually agreeable schedule or within two (2) months after such records are generated or received by the Agency. Section 130 Documentation shall be provided to BNSF in the one of the following manners: Manager Evidence Preservation 0000 Xxx Xxxx Drive, AOB-3 Fort Worth, Texas 76131 Or electronically to: Manager Evidence Preservation Xxxxxxx000@xxxx.xxx