LEASE OF PROPERTY
Exhibit 10.14
AUDIT 236827
DUPLICATE ORIGINAL- LESSEE COPY
Folder: 2288-18
Audit:
Audit:
LEASE OF PROPERTY
THIS LEASE (“Lease”) is entered into on the 27th day of May, 0000, xxxxxxx
XXXXX XXXXXXX XXXXXXXX COMPANY (“Lessor”) and CXT INCORPORATED, a Delaware corporation, whose
address is 0000- Xxxxx Xxxxxxx Xxxx, Xxxxxxx, XX 00000 (“Lessee”).
IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:
Article I. PREMISES; USE.
Lessor leases to Lessee and Lessee leases from Lessor the premises (“Premises”) at
Tucson, Arizona, shown on the print dated May 27, 2005 marked Exhibit A, hereto attached
and made a part hereof, subject to the provisions of this Lease and of Exhibit B attached
hereto and made a part hereof. The Premises may be used for manufacture of concrete ties for
the Lessor’s use, and such other uses as may be permitted in the Agreement referred to in
Article II of this lease, only, and for no other purpose.
Article II. TERM.
A. The
term of this Lease shall commence on January 1, 2005, and, unless sooner
terminated as provided in this lease, shall be co-terminus with the term of the Purchase
Agreement between Lessor and CXT dated January 21, 2005, which covers the manufacture and
production of concrete rail ties for Lessor (“the CXT Tie Agreement”). Upon expiration or
termination howsoever of the CXT Tie Agreement, this Lease shall also terminate upon the
effective date of expiration or termination of the CXT Tie Agreement.
Article III. RENT.
A. Lessee shall pay to Lessor, in advance, rent of Sixteen Thousand Eighty Dollars
($16,080.00) annually. The rent shall be increased by Three Percent (3%) annually cumulative
and compounded.
Article IV. SPECIAL PROVISION — ROADWAY (NON-EXCLUSIVE).
Subject to the terms and conditions of this Lease, Lessee may construct, use and
maintain the roadway shown on the attached exhibit print, provided that:
| A. | The roadway is to be strictly private and not intended for, and may not be used for, public purposes. | ||
| B. | The use of the roadway is not exclusive. The roadway is to be used jointly with Lessor and others to whom Lessee has given or may give similar rights. | ||
| C. | Lessee, at Lessee’s sole cost and expense, shall maintain the roadway in a condition satisfactory to Lessor. |
| D. | Lessee’s right to construct, maintain and use the roadway is a license and not a lease, and the roadway is not a part of the Premises, except that all of Lessee’s obligations and Lessor’s rights under this Lease regarding the Premises shall also apply to the roadway. |
Article V. INSURANCE
Lessee shall, at its sole cost and expense, procure and maintain during the term of this
Agreement, insurance coverage as set forth in the Exhibit C, attached hereto and by this reference
incorporated herein.
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first herein
written.
| UNION PACIFIC RAILROAD COMPANY | CXT INCORPORATED | |||||||
By:
|
/s/ Xxxxx X. Xxxxx | By: | /s/ Xxxx X. Xxxxxxxxxxx | |||||
| General Director — Real Estate | Title: Chief Executive Officer | |||||||
NOTE: New Lease
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EXHIBIT B
Section 1. IMPROVEMENTS.
No improvements placed upon the Premises by Lessee shall become a part of the realty.
Section 2.
RESERVATIONS AND PRIOR RIGHTS.
A. Lessor reserves to itself, its agents and contractors, the right to enter the Premises
at such times as will not unreasonably interfere with Lessee’s use of the Premises.
X. Xxxxxx reserves (i) the exclusive right to permit third party placement of advertising
signs on the Premises, and (ii) the right to construct, maintain and operate new and existing
facilities (including,
without limitation, trackage, fences, communication facilities, roadways and utilities)
upon, over, across or
under the Premises, and to grant to others such rights, provided that Lessee’s use of the
Premises is not
interfered with unreasonably.
C. This Lease is made subject to all outstanding rights, whether or not of record. Lessor
reserves the right to renew such outstanding rights.
Section 3.
PAYMENT OF RENT.
Rent (which includes the annual rent and all other amounts to be paid by Lessee under this
Lease) shall be paid in lawful money of the United States of America, at such place as shall be
designated by the Lessor, and without offset or deduction.
Section 4.
TAXES AND ASSESSMENTS.
A. Lessee shall pay, prior to delinquency, all taxes levied during the life of this Lease
on all
personal property and improvements on the Premises not belonging to Lessor. If such taxes
are paid by
Lessor, either separately or as a part of the levy on Lessor’s real property, Lessee shall
reimburse Lessor
in full within thirty (30) days after rendition of Xxxxxx’x xxxx.
B. If the Premises are specially assessed for public improvements, the annual rent will be
automatically increased by 12% of the full assessment amount.
Section 5.
WATER RIGHTS.
This Lease does not include any right to the use of water under any water right of Lessor,
or to establish any water rights except in the name of Lessor.
Section 6.
CARE AND USE OF PREMISES.
A. Lessee shall use reasonable care and caution against damage or destruction to the
Premises. Lessee shall not use or permit the use of the Premises for any unlawful purpose,
maintain any
nuisance, permit any waste, or use the Premises in any way that creates a hazard to persons
or property.
Lessee shall keep the Premises in a safe, neat, clean and presentable condition, and in good
condition
and repair. Lessee shall keep the sidewalks and public ways on the Premises, and the
walkways
appurtenant to any railroad spur track(s) on or serving the Premises, free and clear from
any substance
which might create a hazard and all water flow shall be directed away from the tracks of the
Lessor.
| B. | Lessee shall not permit any sign on the Premises, except signs relating to Lessee’s business. | ||
| C. | If any improvement on the Premises not belonging to Lessor is damaged or destroyed by fire or other casualty, Lessee shall, within thirty (30) days after such casualty, remove all |
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| debris resulting therefrom. If Lessee fails to do so, Lessor may remove such debris, and Lessee agrees to reimburse Lessor for all expenses incurred within thirty (30) days after rendition of Xxxxxx’x xxxx. | |||
| D. | Lessee shall comply with all governmental laws, ordinances, rules, regulations and orders relating to Lessee’s use of the Premises. |
Section 7.
HAZARDOUS MATERIALS, SUBSTANCES AND WASTES.
A. Lessee, at Lessee’s expense, shall promptly comply with all present and future federal,
state or local laws, ordinances, orders, rules, regulations and requirements of all
governmental authorities having jurisdiction, affecting or applicable to the Premises,
including, but not limited to the applicable requirements of the Resource Conservation and
Recovery Act (“RCRA”), the Comprehensive Environmental Response Compensation and Liability Act
of 1980, 42 U.S.C. Sections 9601, et seq., as heretofore or hereafter amended, and the
regulations heretofore or hereafter promulgated pursuant to such Act (collectively “CERCLA”),
the Clean Water Act (“CWA”) and other laws or regulations that govern the cleanliness, safety,
occupancy and use of the same. If any governmental license(s) or
permit(s) shall be required for
the proper and lawful conduct of Lessee’s business or other activity carried on from the
Premises, then Lessee, at its sole expense, shall duly procure and thereafter maintain such
license(s) or permit(s) and submit the same for inspection by Lessor prior to the date on which
Lessee commences operations at the Premises pursuant to this Lease and thereafter upon Lessor’s
request therefor. Under no circumstances shall Lessee be liable for any Environmental Condition
(as such term is defined below) at the Premises to the extent it existed prior to Lessee’s
activities at the Premises.
Lessee shall be responsible for all liabilities, costs, damages, and expenses
(“Loss/Damage”) arising in connection with its operations at the Premises, including, without
limitation, complying with Environmental Laws (as such term is defined in the CXT Tie Agreement),
including but not limited to, compliance in the handling, treating, storage and disposal of
Hazardous Materials (as such term is defined in the CXT Tie Agreement) (each, an “Environmental
Condition”) at the Premises to the extent resulting from any activity of Lessee, its officers,
employees, or agents, whether undertaken in connection with this Lease or otherwise. Lessor shall
be responsible for Loss/Damage arising in connection with any Environmental Condition at the
Premises to the extent not resulting from any activity of Lessee, its officers, employees, or
agents. Lessee shall not be responsible for any Loss/Damage arising in connection with any
Environmental Condition resulting from the activities of the Wood Tie Re-hab Contractor (as such
term is defined in the CXT Tie Agreement) at the Premises; any such Loss/Damage shall be
allocated pursuant to agreement between Lessor and the Wood Tie Re-hab Contractor.
Nothing contained herein shall be construed or interpreted as making Lessor an owner,
operator, generator, arranger or a transporter of any Hazardous Materials or an operator of a
treatment, storage or disposal facility pursuant to the provisions of CERCLA, RCRA, or any
other federal, state or local laws, statutes, rules and regulations governing the generation,
treatment, storage and disposal of Hazardous Materials and non-Hazardous Materials, except with
respect to Loss/Damage it has assumed pursuant to the immediately preceding paragraph.
If, based on the operations of Lessee at the Premises, Lessor shall be interpreted
to be an owner, operator, generator or a transporter of Hazardous Materials or a generator,
arranger or operator of a treatment, storage or disposal facility under RCRA, CERCLA or any
state statute governing the treatment, storage and disposal of Hazardous Materials, Lessee
agrees to indemnify, hold harmless and defend Lessor from and against any and all Loss/Damage
resulting from such an interpretation.
Lessee shall protect, defend, indemnify and hold harmless Lessor and any parent,
subsidiary or
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affiliate of Lessor, the officers, directors, shareholders and employees of Lessor and any
such parent, subsidiary or affiliate of Lessor, and the successors and assigns of any of the
foregoing from and against any and liabilities, losses, damages, claims, demands, causes of
action, costs and expenses, fines and penalties, of whatsoever nature (including, without
limitation, court costs and reasonable attorneys’ fees and the cost and expense of cleaning,
restoration, containment, remediation, decontamination, removal, investigation, monitoring or
closure), arising out of or resulting from (a) any Environmental Condition, or any federal, state
or local law, ordinance, rule or regulation applicable thereto, including, without limitation,
RCRA or CERCLA, for which Lessee is allocated responsibility pursuant to this Section 7, (b) the
use by Lessee of Hazardous Materials at the Premises for any purpose regardless of Lessor’s
consent to such use, and (c) any Hazardous Materials which otherwise first become present in, on
or under the Premises as a result of any acts of Lessee.
Section 8. UTILITIES.
A. Lessee will arrange and pay for all utilities and services supplied to the
Premises or to Lessee.
B. All utilities and services will be separately metered to Lessee. If not separately
metered,
Lessee shall pay its proportionate share as reasonably determined by Lessor.
Section 9. LIENS.
Lessee shall not allow any liens to attach to the Premises for any services, labor or
materials furnished to the Premises or otherwise arising from Lessee’s use of the Premises.
Lessor shall have the right to discharge any such liens at Lessee’s expense.
Section 10.
ALTERATIONS AND IMPROVEMENTS; CLEARANCES.
A. Except as otherwise provided in the CXT Tie Agreement, no alterations, improvements or
installations may be made on the Premises without the prior consent of Lessor. Such consent,
if given,
shall be subject to the needs and requirements of the Lessor in the operation of its Railroad
and to such
other conditions as Lessor determines to impose. In all events such consent shall be
conditioned upon
strict conformance with all applicable governmental requirements and Lessor’s then-current
clearance
standards.
B. Except as otherwise provided in the CXT Tie Agreement, all alterations, improvements or
installations shall be at Lessee’s sole cost and expense.
C. Lessee shall comply with Lessor’s then-current clearance standards, except (i) where to
do so would cause Lessee to violate an applicable governmental requirement, or (ii) for any
improvement
or device in place prior to Lessee taking possession of the Premises if such improvement or
device
complied with Lessor’s clearance standards at the time of its installation.
D. Any actual or implied knowledge of Lessor of a violation of the clearance requirements of
this Lease or of any governmental requirements shall not relieve Lessee of the obligation to
comply with
such requirements, nor shall any consent of Lessor be deemed to be a representation of such
compliance.
Section 11. AS-IS.
Lessee accepts the Premises in its present condition with all faults, whether patent
or latent, and without warranties or covenants, express or implied. Lessee acknowledges that
Lessor shall have no duty to maintain, repair or improve the Premises.
Section 12. RELEASE AND INDEMNITY.
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A. Lessor agrees to indemnify Lessee against all loss resulting from personal
injury to the
extent proximately caused by the active negligence of Lessor, its agents, employees or
others entering
the Premises for or on behalf of Lessor. Lessee agrees to indemnify Lessor against all
loss resulting from
personal injury incident to the activities conducted by Lessee on the Premises, except to
the extent
otherwise provided in the preceding sentence of this Section 12.A.
B. Where applicable to a loss, the liability provisions of any contract between Lessor and
Lessee covering the carriage of shipments or trackage serving the Premises shall govern
such loss and
shall supersede the provisions of this Section 12.
C. No provision of this Lease with respect to insurance shall limit the extent of the
release and indemnity provisions of this Section 12.
Section 13. TERMINATION.
Upon expiration or termination howsoever of the CXT Tie Agreement, this Lease shall also
terminate upon the effective date of expiration or termination of the CXT Tie Agreement.
Section 14. LESSOR’S REMEDIES.
Lessor’s remedies for Lessee’s default are to (a) enter and take possession of the
Premises, without terminating this Lease, and relet the Premises on behalf of Lessee, collect
and receive the rent from reletting, and charge Lessee for the cost of reletting, and/or (b)
terminate this Lease as provided in Section 13 A) above and xxx Lessee for damages, and/or (c)
exercise such other remedies as Lessor may have at law or in equity. Lessor may enter and take
possession of the Premises by self-help, by changing locks, if necessary, and may lock out
Lessee, all without being liable for damages.
Section 15.
VACATION OF PREMISES; REMOVAL OF LESSEE’S PROPERTY.
A. Upon termination howsoever of this Lease, (i) Lessee shall have peaceably and
quietly
vacated and surrendered possession of the Premises to Lessor, without Lessor giving any
notice to quit
or demand for possession, (ii) track materials at the Premises will revert to Lessor for $1
on an “as is
where-is” basis, and (iii) Lessee shall be responsible for proper closure of its facilities
at the Premises
under applicable laws and regulations existing at the time of the closure and return of the
Premises
substantially to its original condition on the date Lessee first took possession, ordinary
wear and tear
excepted. Within ninety (90) days following the termination of this Lease, Lessee shall
remove the Batch
Plant, the New Technology equipment, non-UP inventory, raw materials, the gantry crane and
associated
rail, and office equipment and rail from the Premises, leaving structures, foundations and
similar
improvements; provided, however, that the foregoing removal obligations of Lessee shall not
apply to any
item or material owned or placed at the Premises by the Wood Tie Re-hab Contractor
(capitalized terms
in this sentence not defined in this Lease shall the meanings given them in the CXT Tie
Agreement).
B. If Lessee has not completed such removal and restoration within ninety (90) days after
termination of this Lease, Lessor may, at its election, and at any time or times, (i) perform
the work and
Lessee shall reimburse Lessor for the cost thereof within thirty (30) days after xxxx is
rendered, and/or (ii)
treat Lessee as a holdover tenant at will until such removal and restoration is completed.
Section 16. FIBER OPTICS.
Lessee shall telephone Lessor during normal business hours (7:00 a.m. to 9:00 p.m., Central
Time, Monday through Fridays, except for holidays) at 0-000-000-0000 (also a 24-hour, 7-day
number for emergency calls) to determine if fiber optic cable is buried on the Premises. If
cable is buried on the Premises, Lessee will telephone the telecommunications company(ies),
arrange for a cable locator, and make arrangements for relocation or other protection of the
cable. Notwithstanding compliance by Lessee with this Section 16, the release and indemnity
provisions of Section 12 above shall apply fully to
any damage or destruction of any telecommunications system.
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Section 17. NOTICES.
Any notice, consent or approval to be given under this Lease shall be in writing, and
personally served, sent by reputable courier service, or sent by certified mail, postage prepaid,
return receipt requested, to Lessor at: Union Pacific Railroad Company, Attn: General Manager -
Real Estate, Real Estate Department, 1400 Xxxxxxx Street, Mail Stop 1690, Omaha, Nebraska
68179-1690; and to Lessee at the above address, or such other address as a party may designate in
notice given to the other party. Mailed notices shall be deemed served five (5) days after deposit
in the U.S. Mail. Notices which are personally served or sent by courier service shall be deemed
served upon receipt.
Section 18. ASSIGNMENT.
A. Lessee shall not sublease the Premises, in whole or in part, or assign, encumber or
transfer (by operation of law or otherwise) this Lease, without the prior consent of Lessor,
which consent
may be denied at Lessor’s sole and absolute discretion. Any purported transfer or assignment
without
Lessor’s consent shall be void and shall be a default by Lessee.
B. Subject to this Section 18, this Lease shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors, administrators, successors and assigns.
Section 19. CONDEMNATION.
If, as reasonably determined by Lessor, the Premises cannot be used by Lessee because of a
condemnation or sale in lieu of condemnation, then this Lease shall automatically terminate.
Lessor shall be entitled to the entire award or proceeds for any total or partial condemnation or
sale in lieu thereof, including, without limitation, any award or proceeds for the value of the
leasehold estate created by this Lease. Notwithstanding the foregoing, Lessee shall have the right
to pursue recovery from the condemning authority of such compensation as may be separately awarded
to Lessee for Lessee’s relocation expenses, the taking of Lessee’s personal property and fixtures,
and the interruption of or damage to Lessee’ business.
Section 20. ATTORNEY’S FEES.
If either party retains an attorney to enforce this Lease (including, without limitation,
the indemnity provisions of this Lease), the prevailing party is entitled to recover reasonable
attorney’s fees.
Section 21. ENTIRE AGREEMENT.
This Lease is the entire agreement between the parties, and supersedes all other oral or
written agreements between the parties pertaining to this transaction. Except for the unilateral
redetermination of annual rent as provided in Article III., this Lease may be amended only by a
written instrument signed by Lessor and Lessee.
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| Exhibit C | ||
| Page 1 of 5 |
| Client 15056 .. LBFOST — |
| XXXXX CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 01/11/05 — PRODUCER The HDH Group, Inc. P&C US Steal Tower, Suits 1100 600 THIS CERTIFICATE IS ISSUED AS A MATTER OF Grant Street INFORMATION ONLY AND CONFERS NO Pittsburgh, PA I HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 15219-2804 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW — INSURERS AFFORDING COVERAGE NAIC # —— — INSURED i nsured X.X. Xxxxxx Company CXT,lnc. 000 Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 INSURER A: St. Xxxx Travelers 25658 —— — INSURER B: — INSURER C: — INSURER D: — INSURER E: — |
| COVERAGES |
| THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH ADD NSR TYPE OF INSURANCE POLICY NUMBER POLICY LIMITS —— —— —— EFFECTIVE — DATE(MM/DD/YY) — GENERAL LIABILITY EACH OCCURRENCE — COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (E CLAIMS MADE OCCUR occurrence) — MED EXP (Any one person) — PERSONAL & ADV INJURY — GENERAL AGGREGATE — GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS — COMP/OP AGG POLICY PROJECT LOC — A A AUTOMOBILE LIABILITY 8100308B464TIL05 01/01/05 01/01/06 COMBINED SINGLE LIMIT (Ea $1, 000,000 —— CAP200D8675COF05 01/01/05 01/01/06 accident X ANY AUTO —— ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS PHYSICAL DAMAGE BODILY INJURY Per $ person) X $ — X X PROPERTY DAMAGE (Per $ accident) IS SELF-INSURED — GARAGE LIABILITY AUTO WILY — EA ACCIDENT —— — ANY AUTO OTHER THAN EA ACC — AUTO ONLY: AGG — EXCESSJUMBRELLA LIABILITY OCCUR | | EACH OCCURRENCE CLAIMS MADE — — AGGREGATE — DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE WC STATUTORY LIMITS OFFICER/MEMBER EXCLUDED? OTHER SPECIAL PROVISIONS below — EL EACH ACCIDENT $ —— — E.L DISEASE — EA $ EMPLOYEE — — E.L. DISEASE • POLICY $ LIMIT — — OTHER — |
| DESCRIPTION Of OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS |
| he above referenced policy Includes a Workers’ Compensation & Employee exclusion which applies only to XX Xxxxxx’x employees. The above referenced |
| policy xxxx not Include a railroad exclusion or explosion, collapse and underground hazard exclusion. Severability of interest Is (See Attached Descriptions) |
| CERTIFICATE HOLDER CANCELLATION |
| Union Pacific Railroad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OP ANY KIND UPON THE INSURER. TO AGENTS OR, REPRESENTATIVES. — AUTHORIZED REPRESENTATIVE — |
| Exhibit C | ||
| Page 2 of 5 |
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A
statement on this certificate does not confer rights to the certificate holder in lieu of such
endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract
between the issuing insurer(s), authorized representative or producer, and the certificate holder,
nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the
policies listed thereon.
XXXXX
25-S(2001/08) 2 of 3
|
#M104846 |
| Exhibit C | ||
| Page 3 of 5 |
DESCRIPTIONS (Continued from Page 1)
Included in the policy form.
AMS 25.3(2001/08) 3 of 3
|
#M104846 |
| Exhibit C | ||
| Page 4 of 5 |
| CERTIFICATE OF INSURANCE CLE-001179812-10 THIS CERTIFICATE IS ISSUED AS A MATTER FERS NO RIGHTS UPON THE CERTIFICATE THE POLICY, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED MARSH BY THE POLICIES DESCRIBED HEREIN. — PRODUCER Xxxxx USA Inc. Xxx XXX Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx (000) 000-0000 051823-ALL-05/06 L.B. COMPANIES AFFORDING COVERAGE — COMPANY A STEADFAST INSURANCE COMPANY — INSURED X. X. XXXXXX COMPANY ATTN: Xxxxx Xxxxx XX Xxx 0000 Xxxxxxxxxx, XX 00000 COMPANY B ZURICH INSURANCE COMPANY — COMPANY C SENTRY INSURANCE COMPANY — COMPANY D. I — |
| THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENTM, TERM OR CONDITIION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE PLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. — POLICY POLICY EFFECTIVE DATE EXPIRATION DATE CO TYPE OF INSURANCE POLICY NUMBER (MM/DD/YY) (MM/DD/YY) LIMITS —— —— —— —— — GENERAL LIABILITY [X] COMMERCIAL GENERAL LIABILITY CLAIMS MADE [ X ] OCCUR OWNER’S & CONTRACTOR’S PROT [X] DEDUCTIBLE — $ 250,000/occi [X] $1,000,000 Ded. SCO 3872553-03 GENERAL A Aggregate Ded. Aggregate LIABILITY 01/01/05 01/01/06 GENERAL AGGREGATE $ 2,000,000 —— — PRODUCTS . COMP/OP AGG $ 2,000,000 —— — PERSONAL | ADV INJURY $ 1,000,000 —— — EACH OCCURRENCE $ 1,000,000 —— — FIRE DAMAGE (Any one fire) $ 300,000 —— — MED EXP (Any one person) $ 10,000 —— — AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ — ANY AUTO — BODILY INJURY (Per ALL OWNED AUTOS person) $ — SCHEDULED AUTOS — BODILY INJURY (Per HIRED AUTOS accident) $ — NON-OWNED AUTOS — PROPERTY DAMAGE $ AUTO ONLY — EA ACCIDENT OARAGE LIABILITY —— — ANY AUTO OTHER THAN AUTO ONLY: —— — EACH ACCIDENT $ —— — AGGREGATE $ —— — B EXCESS LIABILITY AUC 9378203-01 01/01/05 01/01/06 EACH OCCURRENCE $ 10,000,000 —— —— — X UMBRELLA FORM AGGREGATE $ 10,000,000 —— —— — OTHER THAN UMBRELLA FORM $ 1,000,000 — WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY THE PROPRIETOR/ [X] INCL PARTNERS/EXECUTIVE C OFFICERS ARE: 00-00000-00 (AOS)) 00-00000-00 01/01/05 01/01/06 C | EXCL (MA & OR) 1/01/05 01/01/06 x — EL EACH ACCIDENT — EL DISEASE-POLICY LIMIT $ 1,000,000 —— — EL DISEASE-EACH EMPLOYEE $ 1,000,000 —— — OTHER — |
| DESCRIPTION OF OPERATIONS/LOCATIONS/VEHtOSS/SPECIAL ITEMS Union Pacific Railroad is named Additional Insured but only with regard to those sums that X. X. Xxxxxx Company becomes legally obligated to pay as damages because of bodily Injury or property damage to which this general liability policy applies. Includes a Waiver of Subrogation where permitted by law. The exclusions for railroads (except where the Job Site is more than fifty feet (50’) from any railroad Including but not limited to tracks, bridges, tresties, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shall be removed. | — |
| SHOULD ANY OP THE POLICIES DESCRIBED HEREIN BE CANCELLED THE EXPIRATION DATE THEREOF, THE Union Pacific INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER Railroad 1416 Dodge NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO 0BLIGATION OR LIABILITY OF ANY KIND WON Street Omaha, NE THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE ISSUER OF THIS CERTIFICATE. 68179 — XXXXX USA INC. ; — OF: 01/21/05 |
| Exhibit C | ||
| Page 5 of 5 |
| PRODUCER MarshUSA Inc. Xxx XXX Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx (000) 000-0000 051823-ALL-05/08 L.B. DATE (MM/DD/YY) — COMPANIES AFFORDING COVERAGE — COMPANY — COMPANY F — INSURED INSURED X. X. XXXXXX COMPANY ATTN: Xxxxx Xxxxx XX Xxx 0000 Xxxxxxxxxx, XX 00000 COMPANY G — COMPANY H |
| Union Pacific Railroad 0000 Xxxxx Xxxxxx Xxxxx, XX 00000 |
| XXXXX XXX INC. BY |
| R Xxxxx Xxxxxx |
| Exhibit A | ||
| May 27, 2005 |
