HomeMy WebLinkAboutUNION PACIFIC RAILROAD CO. 4 -2005
UPRRFolderNo.: 2251-22
A-2005-105
AUDIT
NEW PEDESTRIAN
CROSSING AGREEMENT
BETWEEN
AT-
LEAD
CALIFORNIA
Licensee Original
NEW PEDESTRIAN
CROSSING AGREEMENT
AUDIT
Flower Street Pedestrain Crossing - DOT #761 682L
Mile Post 520.77- Santa Ana Industrial Lead
Santa Ana, Orange County, California
THIS AGREEMENT (the "Agreement") is made and entered into this '2.\ ~~ day of
j~\.... , 200-2, among UNION PACIFIC RAILROAD COMPANY, a Delaware
~ be addressed at 1400 Douglas Street, MS1690, Omaha, NE 68179-1690
(hereinafter the "Railroad"); and the CITY OF SANTA ANA, a Charter City and Municipal
Corporation, to be addressed at PO Box 1988, M-36, Santa Ana, CA 92702 (hereinafter
"Licensee").
RECITALS:
The Licensee is participating in the construction, operation and
maintenance of the new Flower Street at-grade pedestrain crossing (the
"Pathway"), and will assume ownership, maintenance and operation
responsibilities for the portion of the Pathway, which crosses and encroaches
upon the Railroad's right of way.
The proposed Pathway will intersect and cross at-grade track( s) owned by
the Union Pacific Railroad Company at Mile Post 520.77 on the Santa Ana
Industrial Lead having a DOT Crossing Number 761682L in the location as
shown location print and described in the legal description each marked Exhibit
A, hereto attached and hereby made a part hereof (the "Crossing" or the
"Property"). The term Crossing shall also include all Crossing appurtenances
such as, but not limited to, all applicable fencing, warning signs, pedestrian and
bicycle control gates and other related improvements that are part of the final
Crossing plans and specifications that have been approved by Railroad in writing.
The Railroad has reviewed and approved the plans and specifications for
the proposed Crossing. The final design plans and specifications of the Crossing,
as prepared by the Licensee at its cost and accepted by Railroad in writing, are
attached hereto as Exhibit B, and hereby made a part hereof (the "Plans").
The parties desire at this time to provide for the design, construction, use,
maintenance and repair of the Crossing.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto do hereby agree as follows:
Section 1.
RIGHTS GRANTED.
A. For and in consideration of EIGHT THOUSAND FOUR HUNDRED SEVENTY-
EIGHT DOLLARS ($8,478.00) to be paid by the Licensee unto the Railroad, and upon the
execution and delivery of this Agreement, the Railroad hereby grants to Licensee the right,
during the term hereinafter stated and upon and subject to each and all of the terms, provisions
and conditions herein contained, to construct, use, maintain, repair and renew the Crossing on,
along and over the Property.
B. This Agreement and the license granted herein shall be effective as of the date first herein
written and shall remain in full force and effect for an indefinite term unless terminated as
provided herein, or unless or until Licensee or any other governmental agency having
jurisdiction orders the Crossing closed.
C. The right granted herein is made subject to and subordinate to the prior and continuing
right and obligation of Railroad, its successors and assigns, to use all of the Property in the
performance of its duty as a common carrier, and there is reserved unto Railroad, its successors
and assigns, the right (consistent with the rights granted herein to Licensee) to construct,
reconstruct, maintain, repair, use and operate existing or future additional railroad tracks, track
appurtenances, fiber optic or signal lines and facilities, pipe, and wire lines over, under and
across the Property.
D. The rights granted herein are granted only insofar as Railroad may lawfully grant the
same and Railroad makes no covenant or warranty of title, or for quiet possession or against
encumbrances. The right granted herein is also subject to any and all outstanding encumbrances,
licenses, leases, easements, restrictions, conditions, covenants, claims of title and other rights
(whether public or private and whether or not recorded or unrecorded) including, but not limited
to, those for communication, pipeline and wireline facilities and also to any and all extensions
and renewals thereof. The Licensee shall not damage, destroy or interfere with the property or
right of nonparties in, upon or relating to the Property, unless Licensee, at its sole expense,
settles with and obtains a release from such nonparties on mutually satisfactory terms.
E. The Licensee confirms and agrees that Railroad's or other railroad's operations at the
Crossing may prevent the Crossing to be used by the public for periods of time during which
trains are traversing the Crossing, or when Railroad or other railroad is performing switching or
maintenance or repair activities in the normal course ofrailroad operations. The Licensee agrees
that Railroad and other railroads will not be subject to any liability, costs, fines, penalties or
breach of this Agreement by their blocking of the Crossing due to railroad operations at the
Crossing.
F. The Licensee shall not use or permit use of the Crossing or any part thereof for any other
purpose than what is specified in this Agreement. No nonparty shall be admitted by Licensee to
use or occupy any part of Railroad's property for any purpose except as specifically provided for
herein without Railroad's prior written consent. Nothing herein shall obligate Railroad to give
such consent, which, if granted, may be subject to such terms and conditions as Railroad, in
Railroad's sole discretion, may deem to be necessary or convenient. If the Crossing shall cease
to be used for the purposes aforesaid or shall be used for purposes unauthorized herein, then the
right granted herein shall cease and terminate.
Section 2.
CONSTRUCTION OF PATHWAY AND CROSSING.
A. The Licensee, at its sole cost and expense, will furnish all labor, material and equipment
and supervision for and shall construct and install the portion of the Pathway and Crossing upon
the Railroad's property except for portion to be constructed by Railroad as indicated in
Railroad's Material & Force Account Estimates.
B. All remaining work involved in the design, construction and installation of the Crossing
will be performed by Licensee at its sole cost and expense and in compliance with the Plans.
C. Any changes to the Plans shall be subject to the prior review and written approval of all
parties.
Section 3.
LICENSEE'S PAYMENT TO THE RAILROAD.
A. The work to be performed by Railroad, at Licensee's sole cost and expense, is described
in the Railroad's Material and Force Account Estimates dated November 9, 2004, and the
separate one page sheet, collectively marked Exhibit C, attached hereto and hereby made a part
hereof (the "Estimate"). As noted in the Estimate, the Railroad's estimated cost for the Railroad's
work associated with the Project is FIFTY-FOUR THOUSAND NINE HUNDRED
TWENTY-ONE DOLLARS ($54,921.00).
B. Within one hundred twenty (120) days after Railroad's completion of its work on the
Crossing, Railroad will submit to Licensee an invoice detailing all actual and reasonable costs
and expenses incurred by Railroad, and Licensee shall reimburse Railroad for such actual and
reasonable costs and expenses within thirty (30) days of receipt of such invoice. Railroad shall
send the invoice to:
Mr. Taig Higgins
Senior Civil Engineer
City of Santa Ana
PO Box 1988 M-36
Santa Ana, CA 92702
C. Licensee acknowledges that, in accordance with applicable federal regulations, no
benefits will accrue to Railroad in connection with the Crossing and, therefore, all expenses of
the Crossing project shall be borne by Licensee as specified in this Agreement.
D. Railroad shall keep all of its records and accounts relating to any costs and expenses of
Railroad to be reimbursed by Licensee for a period of three (3) years from and after its
completion of its portion of the Crossing work. During such three-year period, the Licensee
shall have the right to inspect, copy and audit all such records during normal business hours. If
an audit discloses that Railroad has been overpaid, Railroad shall reimburse Licensee for the
amount of any such overpayment. If the audit reveals that Railroad has been underpaid,
Licensee will pay Railroad the amount of the underpayment.
Section 4.
SCHEDULE.
The Licensee anticipates that the Pathway, including the Crossing, will be completed and
open to the public not later than
. Railroad agrees to cooperate and
(Completion Date)
coordinate the construction of the Crossing with the Licensee.
Section 5.
USE AND MAINTENANCE OF CROSSING.
A. Railroad, at Licensee's sole expense, will maintain and repair the Crossing surface within
two feet outside of each raiL
8. Licensee, at its sole expense, shall:
. construct, maintain and repair the Crossing approach surface located
on the Property
. construct, maintain and repair the railroad warning signs on both sides
of the Crossing, and
. construct, maintain and repair turn-styles on both sides of the Crossing
and off of the Railroad's property as originally designed and approved
by the Licensee, the California Public Utilities Commission (CPUC)
and the Railroad.
Section 6.
CHANGE IN GRADE.
If at any time, Railroad shall, or be required by competent authority, to raise or lower the
grade of the trackage within the Crossing area, the Licensee, at its sole expense, shall conform
the Crossing located within the Property to conform with the change of grade of the railroad
trackage.
Section 7.
SAFETY AND PERFORMANCE OF WORK.
A. The Licensee confirms that all work described in Section 28 above will be performed by
a contractor or contractors hired by the Licensee. The Licensee agrees to require each of its
contractors (and their respective subcontractors) to execute Railroad's form of Contractor's
Permit that is marked Exhibit D, hereto attached and hereby made a part hereof, and to provide
to Railroad the insurance binders or certificates of coverage set forth in Exhibit 2 of the Permit
before commencing any work on Railroad's property.
B. The Licensee shall also require its contractors/subcontractors to perform their
construction work in such a manner so as not to endanger or delay the movement of railroad
trains, engines or cars, and so as not to injure or endanger Railroad's officers, agents, employees
or damage Railroad's property. The Licensee shall also require its contractors/subcontractors to
give precedence to the movement of railroad trains, engines and cars over the movement of
vehicles or equipment or construction activities of the Licensee's contractors/ subcontractors.
Section 8.
COMPLIANCE WITH LEGAL REOUlREMENTS.
The Licensee, in performing the work and in allowing the public to use the Crossing,
shall observe and comply with all applicable federal, state and municipal and other laws,
ordinances, rules and regulations, including, without limitation, all California Department of
Transportation orders and recommendations pertaining to the Crossing and any modifications
thereof (if any), and shall apply for and obtain any and all public authority, permission and
licenses necessary therefor. The Licensee shall indemnify and hold harmless Railroad, from and
against any loss, cost, damage and expense, liabilities, penalties, claims and forfeitures resulting
from any failure of Licensee to comply with the provisions of this Section, or to comply with the
requirements of any public authority, license or permission obtained as aforesaid.
Section 9.
ASSUMPTION OF RISK: INDEMNIFICATION.
The Licensee's use and occupancy of Railroad's right-of-way is at Licensee's own risk,
and Licensee agrees to and does assume all risks thereof and incidental thereto, including,
without limitation, risks incident to train operations within the Property and adjacent right of
way. Licensee shall indemnify, defend and hold harmless Railroad, its officers, agents and
employees, from and against any and all loss, damages, claims, demands, actions, causes of
action, costs and expenses of whatsoever nature, which may result from injury to or death of
persons whomsoever, or from loss of or damage to property whatsoever, including damage to the
roadbed, track, equipment, or other property of Railroad or property in its care or custody, when
such injury, death, loss or damage is due to or arises in connection with or as a result of (i) the
breach of any covenant or obligation assumed by or imposed on Licensee pursuant to this
Agreement, or (ii) the failure of Licensee to promptly and fully do any act or work for which
Licensee is responsible pursuant to this Agreement.
Section 10. INSURANCE.
A. In addition to the insurance coverage that Licensee's contractors and subcontractors are
to obtain under Exhibit 2 of the Contractor's Permit, the Licensee shall obtain and maintain
during the term of this Agreement general liability insurance (as further specified herein) written
on an "occurrence" basis, with minimum limits of Ten Million Dollars ($10,000,000) per
occurrence.
B. Insurance shall be placed with a company having a current Best's Insurance Guide Rating
of at least A- and Class VII or better, and which is authorized to do business in the State of
California. The foregoing policy shall be adjusted by the parties every three (3) years to reflect
industry standards, liability claim trends and market conditions. In any event, however, the
foregoing policy limits shall not be less than Ten Million Dollars ($10,000,000).
C. The Licensee's insurance must be at least as broad as the current ISO Commercial
General Liability Policy (CG 00 01) protecting insured parties against claims for bodily injury,
death, property damage, explosion, collapse and underground, personal and advertising injury,
and products-completed operations, with respect to all operations of Railroad and Licensee. The
insurance shall include blanket contractual coverage, including, without limitation, coverage for
written, oral, and implied contracts and specific coverage for the indemnity provisions set forth
in this Agreement. Each policy obtained by Licensee shall be endorsed to include Railroad, as
additional insured, utilizing ISO Form CG 20 26 ('Additional Insured-Designated Person or
Organization') or equivalent endorsement satisfactory to Railroad.
D. The Licensee's insurance shall be primary with respect to construction obligation under
this Agreement and with respect to the interests of Railroad, as an additional insured. Any other
insurance maintained by Railroad shall be excess of the coverage herein defined as primary and
shall not contribute with it.
E. Licensee's insurance shall be maintained for the full term of this Agreement and shall not
be permitted to expire or be canceled or materially changed. Each such insurance policy shall be
endorsed to state that coverage shall not be suspended, voided, canceled, or reduced in coverage
or limits except after thirty (30) days' prior written notice has been given to each insured and
additional insured.
F. On or before the execution of this Agreement, Licensee shall provide Railroad with
certified copies of its policies, as well as certificates of insurance and endorsements evidencing
the insurance required by this Section. Certificates of insurance shall be issued on the ACORD
or equivalent form.
Section 11. NOTICES.
Any notice required or desired to be given under this Agreement shall be in writing and
personally served, given by overnight express delivery, or giyen by mail. Telecopy notices shall
be deemed valid only to the extent they are (a) actually received by the individual to whom
address, and (b) followed by delivery of actual notice in the manner described above within three
(3) business days thereafter. Any notice given by mail shall be sent, postage prepaid, by certified
mail, return receipt requested, addressed to the party to receive at the following address or at
such other address as the party may from time to time direct in writing:
UNION PACIFIC:
UNION PACIFIC RAILROAD COMPANY
A TTN: Senior Manager Contracts
Real Estate Department
1400 Douglas Street STOP 1690
Omaha, NE 68179-1690
Facsimile: (402) 501-0340
LICENSEE:
CITY OF SANTA ANA
A TIN: Engineering Department
Public Works Department
PO Box 1988 M-36
Santa Ana, CA 92702
Facsimile:
Express delivery notices shall be deemed to be given upon receipt. Postal notices shall be
deemed to be given three (3) days after deposit with the United States Postal Service.
Section 12. TERMINATION: WAIVER OF BREACH.
A. Railroad may terminate this Agreement by giving Licensee notice of termination if
Licensee abandons the Crossing as set forth in Section 13 or defaults under any obligation of
Licensee under this license and, if after written notice is given by Railroad to Licensee
specifying the default, Licensee fails either to immediately begin to cure the default, or to
complete the cure expeditiously but in any event within thirty (30) days after the default notice is
given. A waiver by Railroad of a breach of Licensee of any covenant or condition of this
Agreement shall not impair the right of Railroad to avail itself of any subsequent breach thereof.
B. Railroad may also terminate this Agreement by giving written notice to Licensee if safety
and operational needs of Railroad are materially affected or impaired by Licensee's use of the
Property, and Railroad and Licensee cannot come to any mutual agreement or understanding as
to how Licensee, at Licensee's sole cost and expense, will eliminate such material effect or
impairment.
Section 13. ABANDONMENT.
If Licensee, its successors and assigns, shall abandon the Crossing, or any portion
thereof, for the purpose set forth herein for a continuous period of twelve (12) months, then this
Agreement and the rights granted herein shall terminate and cease automatically.
Section 14. REMOVAL OF CROSSING UPON TERMINATION OR
ABANDONMENT.
Within ninety (90) days after termination of this Agreement or Licensee's abandonment
of the Crossing, Railroad, at Licensee's sole cost and expense, shall remove the portion of the
Crossing located within the track tie ends, and the Licensee, at its sole cost and expense, shall
remove all of the remaining portions of the Crossing improvements from the Property or adjacent
to the Railroad right-of-way and restore the Property to its original condition, failing in which
UP may perform such activities at the expense of Licensee.
Section 15. MISCELLANEOUS.
A. All the covenants, promises and future obligations and responsibilities herein contained
shall inure to the benefit of and be binding upon the parties hereto and their successors and
assigns.
B. Neither party may assign this Agreement or any part hereof without the prior written
consent of the other party.
C. This Agreement embodies the entire agreement between the parties and shall not be
altered except through a written instrument signed by both parties.
D. This Agreement shall be governed by the laws of the State of California and may be
enforced only in the federal or state district courts located in California.
E. This Agreement is solely for the benefit of the parties and is not intended to and does not
confer any benefits on any third parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in triplicate as of the date first written a~ve: ~_
UNION PA FIC RAILROAD
(Fede Tax ID.c# 94-6 OJ,
,
By
PATRICIA E. HEALY
CLERK OF THE COUNCIL
WITNESS:
CITY OF SANTA ANA
By
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Its
Its
s
ecutive Director
ublic Works
APPROVED AS TO FORM
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fJ:!..l1.t.'~Jj\..U.,,t
Laura Stitt Sheed
A~sjstai1t City Attornev
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LOCATIONPRlNT ACCOMPANYING A
CONTRACTOR'S RIGHT OF ENTRY AGREEMENT
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RAILROAD WORK TO BE PERFORMED:
EXHIBIT "D"
UNION PACIFIC RAILROAD COMPANY
SANTA ANA INDUSTRIAL LEAD
MILE POST 520.77
GPS: N 330, 42.466'; WI 17',52.601'
SANTA ANA, ORANGE CO., CA.
To accompany Contractor's Right ofEntty Agreement with the
CITY OF SANTA ANA
for the construction of a new at-grade pedestrian crossing.
Folder No. 2251-22 Date: May 16,2005
WARNING
I. Flagging.
2. The City/Contractor is responsible for ensuring that the
construction of the approaches doesn't adversely impact the
crossing surface.
IN ALL OCCASIONS, U.P. COMM1JNlCATlONS DEPARTMENT MUST BE CONTACTED IN ADVANCE
Of ANY WORK TO DETERMINE EXISTENCE AND LOCATION OF FIBER OPTIC CABLE. PHONE: 1-
(800)316-9191
Exhibit 0
To, Contractor's Permit
OCT-20-2004 17:47
909 879 5879 P.01
.....
EXHIBIT A
LEGAL DESCRIPTION
AlIlhat canal" land sItUated in tile stale of California, County of Orange, City of
Santa Ana, described as follows:
A portion of Sectlon 25, TownShip 5 South Range 10 West, In the land allottfJd to
James McFadden, In decree of partition of Rancho Santiago D$ Santa Ana,
recorded In Book B of jUdgm&nt$ of the 17" Juc:llc181 District court of California.
being B portion of Parcel 1 of a Deed recorded June 7, 1909 in Book 174, page
253 of Deeds, said portion being a strip of land 8 feet wide, the easterly line of
which Is described as follows:
Beginning at the intersection of the Southerly line of the land de$!;fibed in said
Parcel 1 with a Une 41.00 feet east of the cenleTline of Flower street, 66.00 feet
In width, as shown on a map of Tract 4951 recorded In Book 192, Page 4 through
7 inclusive, of Miscellaneous Maps, records of said Orange County; thence North
0" 40' 10. East 92.14 feet, parallel with said centerline, to the Northef1y line of
saki Parcel 1.
Containing an area of 138 squam feet, more or less.
AU as shown on exhibit B attached hereto and made a part hereof.
Prepared under the supervision of:
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1~/tJ1-
OCT-20-2004 17:47 909 879 6879 P.02
~ SEGERSTROM DYER
AVENUE . --t . ROAD I
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. OEED OF laooK 1"74.
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EXHIBIT B
TOTAL P. 02
To
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l. (1.''101[..t 1#4 1211 ~O~
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ESTIMATE OP MATBRX.AL ARD PORCH ACCOtm'f' WORJt
BY nm
llNION PACIFIC RAILROAD
DESCRIPrJ:ON' OF WOIUt:
LOCA'fION, SANTA ANA, CAI SAIITA ANl\ IJ!lDI MP 520.771 CI'l'lC OP BAN'l'A ANA
msTAIW 16 TRACK FEET OP CONCRETE ROAD CIlllSSIIIG
PID; 48504
SERVICB 0NI'r~ 20
AHa. 45441
CITY. SANTA ANA
D8SCIll:PTION
MP,SOBDIV: 520.77, SAN'tAAHA
STATB: CA
QTY um::r LI\IlOR MATlIlW\L IUlCOLL
=
BIlGIIIBBRDlG WORX
BNGDlEEUNG
LABOR .A1m:I'1':rvs 235%
1000
2350
TO'l'AL ENGINEBRmG
3350
SIGNAIo WORX
MM'L S1'01Ul BXPEIlSJl
SALBS '1'AlC
SIGNAL
1'O'1'AIo SIGIIl\L
:rRACI( & S1llU'ACR WClRX
BALMT
BILL PRBP
BQtJIPMJDr.r BENTAL
PIBL1J IIBL1l
HOMBLnm P'RBIGH'r
IMOR JU)l):ITJ:VB 177"
MAoTL STORR BXPBNSE
0""
Ill\IL
RllJ<IlOG
ROADWAY APPRoACH WORE
SALl:S TAX
DJC-stJRF. LIN
llPRR BQtIIPMl!N'r OSAGS
lIBLD
""IB
1.00 cr.. 527
900
11976
711
78.00 LF 277
16.00 TP 1216
776
20.00 ~ 1748
'I'OTAL TRACK &; SURPACE
18!l34
LAllOR/MA:rBRIAL BXPENSB 23171
UCOLLBC'l'IBLE/UPRR BXPBNBB
ES'rIMlm!D PROJ.BCT COS'l'
EXISTING lUmSBABLB MlmmUL CREDIT
SAL'VAGB NONtJSBABLE HATER1:AL CRBDI'r
RBCOI.a:.BCTIBLB LESS CREDITS
887
887
5000
24
1000
124
1"1
885
16BI
500
251
779
1000
265
1457
14202
llPRR
1000
2350
1000
2350
3350
3350
1
1
34
1
1
921
1
1
921
36
923
923
595
1122
BOO
5000
24
1000
11976
124
2152
1162
2900
500
251
779
1000
1041
3205
1122
900
5000
24
1000
11976
124
2152
1162
2900
500
251
77.
1000
1041
3205
33136
33136
14238 -------- --------
37409 0 ..-------
3740B
o
o
THE ABOVE FIGORBS J\RIl BS'l:IMA'XBB ONLY AJiI) SllBJECT 1'0 =00. IN ms lM!N'l' OP
.AN INCRMSB OR DECRP.ASB IN 'l'HB COST OR QOAH'1'ITY OF MATEltnL OIl LABOR. R3QtJDUm,
tlPRR "Xu.. BILL liOR ACTUAL CONSTRUC'l'ION COSTS AT 'l'HB CDRRBNT BPPBCtIVB RATB.
,
DATB. 200.-11-0'
BSTIMATB OF MATERIAL AND PORCH ACCOONT WORK
Itr THB
UNI:ON PACIFIC JtAXLROAt)
DESCR1:P"rION OF WORK:
tl'PG1UIDH BXXSTING GATB, INSTALL ONE LBD n. SXGNAL tJNI'1' AT !"LOWBR. STRBBT
IN SANTA.AN1\, CA. M.P. 520.77 ON THB SAIlJTA ANA IND. LBAD
SI:G1QU. PB.OJECT MAImGER: LEB B'DRDBH 935-7680
RlULIlOAD '1'0 PBRFORM ALL WOIUt / COST DISTRIBll'l'BIl All POIoLOW8,
SiGNAL .. CITY OF SANTA A1!IA 100% RBCOLLBCTIBLB
PID~ 48503 AHO, 4544 0 MP,SOBDIV: 520.77, SJ\N'I'Al\Nl\
SBRVICE UllIT, 20 crrr, SAN'l'A ANA STA'l'B, CA
DBSCRIP'1'ION QTl< UIIIT LJ\BOR MATBRXAL IUlCOLL 0PIlR """AI.
-----...._--- ----- ------....
ENGDlEERING IIORlt
IlNGINIlIiRING 500 500 500
LABOR ADDITIVE 235% 2914 2.11 2914
BIG-lIMY XNG 740 700 7.0
......----- -------- -------- --------
TOTAL ENGINBBRIRG 4154. 4154 4154
SIGIaL WORK
MAXL S'l'ORB EXPENSZ 38 38 38
aIONAL 1270 1270 1210
-------- -------- -------- -----.......
TOTAL SJ:GNU. 1308 1308 1308
'l'ftACIt .. SUlUrACll IIORX
SILt. PREP .50 .50 ..0
CllN'rRAC'1' 127 127 127
I!AR'l'Il JTUiL/'BI:JCIC 500 500 500
LABOR ADDI'l'IVS 177' 3'37 3937 3937
PBRSOlQL EXPBNlSlsS 1500 1500 1500
SALBlI TAX 92 .2 92
SIG-IDIY XNG 1774 17'74 1774
_POR:rM'ION CIIllRGBS 170 170 170
-------- -------- -------- --------
TOTAL TRAClt " SURFACE 6161 2389 8550 8550
LlIIlOR/MA'l'IlRIAL BXPBNSB 10315
1lBCOLLECTIBLB/0PIlR EXnNSE
BSTIMATBD PROJIIC't COS'r
EXISTING RBD'SBISLB MA'l"BRIAL CltBCIT
SALVAGE NONuSBlBLB MATBRl:AL CREDIT
3697 -------- ---..----
14012 0 --------
1.012
o
o
IlECOLLECTIBLB LBSS CRIlIlITS
THB ABOVE PIGllRES ARE ESTIMATES ONLY l\Nll SOB.lBCT TO =00. 11f THB IIVIlII'l' OP
AN INCRBAsB OR DBCREASB IN THE COST OR QtmNTI1'Y OF MATBRIAL OR LA1!OR RBQOmBD,
OPRR WILL BILL !'OR AC'J:'O'AL <:cmSD:OCTIQN COSTS AT THE CDR1tBNT EPPBCT:tVB: DB.
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EXHIBIT C
TO NEW PEDESTRIAN CROSSING AGREEMENT
ESTIMATE
Location: Flower Street Pedestrian Crossing, Orange County
PUC No. 001BK 520.77, DOT No. 761 682L
Project: New Construction
No. of Days: 5
Estimate:
Signal Installation
$14,012.00'
$37,409.00'
$3,500.00
Surface Installation
Flagging & Inspection
($700.00/day) X 5 days
GRAND TOTAL:
$54,921.00
Note: This is an estimate only, and Railroad shall bill on an actual cost basis.
'see UPRR's Material and Force Account Estimates dated November 9, 2004 also
collectively marked Exhibit C.
Exhibit C
To New Pedestrian Crossing Agreement
To
m
UNION PACIFIC RAILROAD COMPANY
Real Estate Department
1400 Douglas Street, MS 1690
Omaha, NE 68179-1690
(402) 544-8620
May 16, 2005
To the Contractor:
Before Union Pacific Railroad Company can permit you to perform work on its property for the
construction, maintenance and operation of the new Flower Street at-grade pedestrian crossing, it will be
necessary For you to sign and complete two originals of the enclosed Contractor's Permit as follows:
I. Fill in the complete legal name of the contractor in the space provided on Page 1 of the Contractor's
Permit. If a corporation, give the state of incorporation. If a partnership, give the names of all partners.
2. Fill in the date construction will begin and be completed in Article 5, Paragraph A.
3. Fill in the name of the contractor in the space provided in the signature block at the end of the
Contractor's Permit. If the contractor is a corporation, the person signing on its behalf must be an
elected corporate officer.
4. Execute and return all copies of the Contractor's Permit together with your Certificate ofInsurance as
required in Exhibit B-1, in the attached, self-addressed envelope.
5. Check made payable to the Union Pacific Railroad Company in the amount of $500.00. If you require
formal billing, you may consider this letter as a formal bill. In compliance with the Internal Revenue
Services' new policy regarding their Form 1099, I certify that is the Railroad Company's
correct Federal Taxpayer Identification Number and that Union Pacific Railroad Company is doing
business as a corporation.
After approval of the Permit and insurance certificate, one fully executed counterpart of the agreement
will be returned to you. In no event should you begin work until you have received your counterpart of the fully
executed agreement.
Under Exhibit B-1 of the enclosed Contractor's Permit, you are required to procure certain insurance and
insurance endorsements including but not limited to, Railroad Protective Liability Insurance (RPLI) for the
duration of this project. As a service to you, Union Pacific is making this coverage available to you. If you
decide that acquiring the RPLI coverage from the Railroad is of benefit to you, please contact Ms. Nancy
Savage at (402) 544-2215.
If you have any questions concerning this agreement, please contact me as noted below. Have a safe
day!
~:
"'1\'..
'. .
'<
Paul G. Farrell
Senior Manager Contracts
Phone: (402) 544-8620
e-mail: pgfarrell@up.com
_ BUILDING AMERICA-
UPRR Folder No.: 2251-22
CONTRACTOR'S PERMIT
THIS AGREEMENT is made and entered into as
200_, by and between UNION
COMPANY, a Delaware corporation (the "Railroad"); and
of the
PACIFIC
day of
RAILROAD
a
(Name of Contractor)
corporation (the "Contractor").
(State of Incorporation)
RECITALS:
Contractor has been hired by the City of Santa Ana to perform work relating to the
construction, maintenance and operation of the new Flower Street at-grade pedestrian crossing
(the "work"), with all or a portion of such work to be performed on property of Railroad in the
vicinity of Railroad Mile Post 520.77 on its Santa Ana Industrial Lead, in or near Santa Ana,
Orange County, California, which work is the subject of a contract dated
between Railroad and the City of Santa Ana.
(Date of Pedestrian Agreement)
Contractor has requested Railroad to permit it to perform the work on the portion of
Railroad's property shown in the general location of the print(s) marked Exhibit D, attached
hereto and hereby made a part hereof, and Railroad is agreeable thereto, subject to the following
terms and conditions.
AGREEMENT:
NOW, THEREFORE, it IS mutually agreed by and between the Railroad and
Contractor, as follows:
ARTICLE I -
DEFINITION OF CONTRACTOR.
For purposes of this agreement, all references in this agreement to the Contractor shall
include the Contractor's contractors, subcontractors, officers, agents and employees, and others
acting under its or their authority.
ARTICLE 2 -
RIGHT GRANTED: PURPOSE.
The Railroad hereby grants to the Contractor the right, during the term hereinafter stated
and upon and subject to each and all of the terms, provisions and conditions herein contained, to
enter upon and have ingress to and egress from the property described in the Recitals for the
purpose of performing any work described in the Recitals above. The right herein granted to
Contractor's Permit - 04/01105
Form Approved - A VP Law
Articles of Agreement
Page 10f4
Exhibit D
To New Pedestrian Crossing }~greement
_ BUILDING AMERICA'"
UPRR Folder No.: 2251-22
Contractor is limited to those portions of Railroad's property specifically described herein, or as
designated by the Railroad Representative named in Article 4.
ARTICLE 3 -
TERMS AND CONDITIONS CONTAINED IN EXHIBITS A, B, &C.
The terms and conditions contained in Exhibit A, Exhibit B, and Exhibit C, attached
hereto, are hereby made a part of this agreement.
ARTICLE 4-
ALL EXPENSES TO BE BORNE BY CONTRACTOR: RAILROAD
REPRESENTATIVE.
A. The Contractor shall bear any and all costs and expenses associated with any work
performed by the Contractor, or any costs or expenses incurred by the Railroad relating to this
agreement.
B. The Contractor shall coordinate all of its work with the following Railroad representative
or his or her duly authorized representative (the "Railroad Representative"):
Ron Santana
Manager Track Maintenance
Union Pacific Railroad Company
17225 East Arenth Avenue
City of Industry, CA 91748
Phone: (714) 772-6579
Fax: (323) 980-6414
C. The Contractor, at its own expense, shall adequately police and supervise all work to be
performed by the Contractor and shall ensure that such work is performed in a safe manner as set
forth in Section 7 of Exhibit B. The responsibility of the Contractor for safe conduct and
adequate policing and supervision of the Contractor's work shall not be lessened or otherwise
affected by the Railroad's approval of plans and specifications involving the work, or by the
Railroad's collaboration in performance of any work, or by the presence at the work site of the
Railroad Representative, or by compliance by the Contractor with any requests or
recommendations made by the Railroad Representative.
ARTICLE 5 -
TERM: TERMINATION.
A. The grant of right herein made to Contractor shall commence on the date of this
agreement,
and continue until
, unless sooner terminated as herein provided,
(Expiration Date)
or at such time as Contractor has completed its work on Railroad's property, whichever is earlier.
Contractor agrees to notify the Railroad Representative in writing when it has completed its work
on Railroad property.
Contractor's Permit - 04/01l0S
Form Approved. A VP Law
Articles of Agreement
Page 2 of 4
Exhibit D
To New Pedestrian Crossing Agreement
_ BUILDING AMERICA'"
UPRR Folder No.: 2251-22
B. This agreement may be terminated by either party on ten (10) days written notice to the
other party.
ARTICLE 6-
CERTIFICATE OF INSURANCE.
A. Before commencing any work, Contractor will provide Railroad with the insurance
binders, policies, certificates and/or endorsements set forth in Exhibit C ofthis agreement.
B. All insurance correspondence, binders, policies, certificates and/or endorsements shall be
directed to:
Union Pacific Railroad Company
Real Estate Department
1400 Douglas Street MS 1690
Omaha, NE 68179-1690
Attn.: Senior Manager Contracts
UPRR Folder No.: 2215-22
ARTICLE 7 -
DISMISSAL OF CONTRACTOR/SUBCONTRACTOR EMPLOYEE.
At the request of Railroad, Contractor shall remove from Railroad property any employee
of Contractor or any subcontractor who fails to conform to the instructions of the Railroad
Representative in connection with the work on Railroad's property, and any right of Contractor
shall be suspended until such removal has occurred. Contractor shall indemnify Railroad against
any claims arising from the removal of any such employee from Railroad property.
ARTICLE 8 -
ADMINISTRATIVE FEE.
Contractor shall pay to Railroad FIVE HUNDRED DOLLARS ($500.00) as
reimbursement for clerical, administrative and handling expenses in connection with the
processing of this agreement.
ARTICLE 9 -
CROSSINGS.
No additional vehicular crossings (including temporary haul roads) or pedestrian
crossings over Railroad's trackage shall be installed or used by Contractor without the prior
written permission of Railroad.
ARTICLE 10 - EXPLOSIVES.
Explosives or other highly flammable substances shall not be stored on Railroad property
without the prior written approval of the Railroad.
Contractor's Pennit - 04/01105
Fonn Approved - A VP Law
Articles of Agreement
Page 3 of4
Exhibit D
To New Pedestrian Crossing Agreement
m BUILDING AMERICA'"
UPRR Folder No.: 2251-22
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement in
duplicate as ofthe date first herein written.
UNION PACIFIC RAILROAD COMPANY
(Federal Tax ID #94-6001323)
By:
PAUL G. FARRELL
Senior Manager Contracts
WITNESS:
(Name of Contractor)
By:
Title:
Contractor's Permit. 04101105
Form Approved - A VP Law
Articles of Agreement
Page 4 of4
Exhibit D
To New Pedestrian Crossing Agreement
~ _ aUILDING AMERlCAw
Contractor's Permit ExA 03/01/05
Form Approved, AVP-Law
EXHIBIT A
TO CONTRACTOR'S PERMIT
TERMS AND CONDITIONS
Section 1.
NOTICE OF COMMENCEMENT OF WORK - FLAGGING.
A. The Contractor agrees to notify the Railroad Representative at least ten (10) working days in advance of Contractor
commencing its work and at least ten (10) working days in advance of proposed performance of any work by the Contractor in
which any person or equipment will be within twenty-five (25) feet of any track, or will be near enough to any track that any
equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track. No work of
any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located,
operated, placed, or stored within twenty-five (25) feet of any of Railroad's track(s) at any time, for any reason, unless and until a
Railroad flagman is provided to watch for trains. Upon receipt of such ten (1 D)-day notice, the Railroad Representative will
determine and inform the Contractor whether a fiagman need be present and whether the Contractor need implement any
special protective or safety measures. If flagging or other special protective or safety measures are performed by the Railroad,
such services will be provided at Contracto~s expense with the understanding that if the Railroad provides any flagging or other
services, the Contractor shall not be relieved of any of its responsibilities or liabilities set forth herein. Contractor shall promptly
pay to Railroad all charges connected with such services within thirty (30) days after presentation of a bill.
B. The rate of pay per hour for each man will be the prevailing hourly rate in effect for an eight hour day for the class of
men used during regularty assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the
time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare,
supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and
Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing
composite charge in effect on the day of execution of this agreement. One and one-half times the current hourly rate is paid for
overtime, Saturdays and Sundays; two and one-half times current hourty rate for holidays. Wage rates are subject to change, at
any time, by law or by agreement between the Railroad and its employees, and may be retroactive as a result of negotiations or
a ruling of an authorized Governmental Agency. Additional charges on labor are also subject to change. If the wage rate or
additional charges are changed, the Contractor shall pay on the basis of the new rates and charges.
C. Reimbursement to the Railroad will be required covering the full eight hour day during which any flagman is
furnished, unless he can be assigned to other Railroad work during a portion of such day, in which event reimbursement
will not be required for the portion of the day during which the flagman is engaged in other Railroad work. Reimbursement
will also be required for any day not actually worked by said flagman following his assignment to work on the project for
which the Railroad is required to pay the flagman and which couid not reasonably be avoided by the Railroad by
assignment of such flagman to other work, even though the Contractor may not be working during such time. When it
becomes necessary for the Railroad to bulletin and assign an employee to a flagging position in compliance with union
collective bargaining agreements, the Contractor must provide the Railroad a minimum of five (5) days notice prior to the
cessation of the need for a flagman. If five (5)-days notice of cessation is not given, the Contractor will still be required to
pay flagging charges for the five (5)-day notice period required by union agreement to be given to the employee, even
though flagging is not required for that period. An additional ten (10) days notice must then be given to the Railroad if
flagging service are needed again after such five day cessation notice has been given Railroad.
Section 2.
LIMITATION AND SUBORDINATION OF RIGHTS GRANTED
A. The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the Railroad to
use and maintain its entire property including the right and power of the Railroad to construct, maintain, repair, renew, use,
operate, change, modify or relocate railroad tracks, roadways, signal, communication, fiber optics, or other wirelines, pipelines
and other facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or
times by the Railroad without liability to the Contractor or to any other party for compensation or damages.
B. The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of
the Railroad's property, and others) and the right of the Railroad to renew and extend the same, and is made without covenant
of title or for quiet enjoyment.
Section 3.
NO INTERFERENCE WITH OPERATIONS OF RAILROAD AND ITS TENANTS.
A. The Contractor shall conduct its operations so as not to interfere with the continuous and uninterrupted use and
operation of the railroad tracks and property of the Railroad, including without limitation, the operations of the Railroad's lessees,
Contractor's Permit ExA 03101105
Form Approved, AVP-Law
Page 1 of4
Exhibit A
To Contracto~s Permit
.- JUILDING AMERICAM
\llJlv
Contractor's Permit ExA 03101/05
Form Approved, AVP-Law
licensees or others, unless specifically authorized in advance by the Railroad Representative. Nothing shall be done or
permitted to be done by the Contractor at any time that would in any manner impair the safety of such operations. When not in
use, Contractor's machinery and materials shall be kept at least fifty (50) feet from the centerline of the Railroad's nearest track,
and there shall be no vehicular crossings of Railroads tracks except at existing open public crossings.
B. Operations of the Railroad and work performed by the Railroad personnel and delays in the work to be performed by
the Contractor caused by such railroad operations and work are expected by the Contractor, and Contractor agrees that the
Railroad shall have no liability to Contractor, its subcontractors or any other person or entity for any such delays. The
Contractor shall coordinate its activities with those of the Railroad and third parties so as to avoid interference with railroad
operations. The safe operation of the Railroad takes precedence over any work to be performed by the Contractor.
Section 4.
!:!5Wi.
The Contractor shall pay in full all persons who perform labor or provide materials for the work to be performed by
Contractor. The Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be
created or enforced against any property of the Railroad for any such work performed. The Contractor shall indemnify and hold
harmless the Railroad from and against any and all liens, claims, demands, costs or expenses of whatsoever nature in any way
connected with or growing out of such work done, labor performed, or materials fumished. If the Contractor fails to promptiy
cause any lien to be released of record, the Railroad may, at Its election, discharge the lien or claim of lien at Contracto~s
expense.
Section 5.
PROTECTION OF FIBER OPTIC CABLE SYSTEMS.
A. Fiber optic cable systems may be buried on the Railroad's property. Protection of the fiber optic cable systems
is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue
and profits. Contractor shall telephone the Railroad during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday
through Friday, except holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency calls) to determine if fiber
optic cable is buried anywhere on the Railroad's premises to be used by the Contractor. If it is, Contractor will telephone the
telecommunications company(ies) involved, make arrangements for a cable locator and, if applicable, for relocation or other
protection of the fiber optic cable. The Contractor shall not commence any work until all such protection or relocation (if
applicable) has been accomplished.
B. In addition to other indemnity provisions in this Agreement, the Contractor shall indemnify, defend and hold the
Railroad harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys'
fees, court costs and expenses) arising out of any act or omission of the Contractor, its contractor, agents and/or
employees, that causes or contributes to (1) any damage to or destruction of any telecommunications system on
Railroad's property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications
company, and/or its contractor, agents and/or employees, on Railroad's property. Contractor shall not have or seek
recourse against Railroad for any claim or cause of action for alleged loss of profits or revenue or loss of service or other
consequential damage to a telecommunication company using Railroad's property or a customer or user of services of the
fiber optic cable on Railroad's property.
Section 6.
PERMITS - COMPLIANCE WITH LAWS.
In the prosecution of the work covered by this agreement, the Contractor shall secure any and all necessary permits
and shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work including,
without limitation, all applicable Federal Railroad Administration regulations.
Section 7.
SAFETY.
A. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the work
performed by the Contractor. The Contractor shall be responsible for initiating, maintaining and supervising all safety,
operations and programs in connection with the work. The Contractor shall at a minimum comply with the Railroad's safety
standards listed in Exhibit D, hereto attached, to ensure uniformity with the safety standards followed by the Railroad's own
forces. As a part of the Contracto~s safety responsibilities, the Contractor shall notify the Railroad if the Contractor determines
that any of the Railroad's safety standards are contrary to good safety practices. The Contractor shall fumish copies of Exhibit
D to each of its employees before they enter on the job site.
B. Without limitation of the provisions of paragraph A above, the Contractor shall keep the job site free from safety and
health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the job.
Contractor's Permit ExA 03/01/05
Form Approved, AVP-Law
Page 2 of 4
Exhibit A
To Contractor's Permit
~ ~ BUILDING AMERICA-
Contractor's Permit ExA 03/01105
Form Approved, AVP~Law
C. The Contractor shall have proper first aid supplies available on the job site so that prompt first aid services may be
provided to any person injured on the job site. The Contractor shall promptly notify the Railroad of any U.S. Occupational Safety
and Health Administration reportable injuries. The Contractor shall have a nondelegable duty to control its employees while they
are on the job site or any other property of the Railroad, and to be certain they do not use, be under the influence of, or have in
their possession any alcoholic beverage, drug or other substance that may inhibit the safe performance of any work.
D. If and when requested by the Railroad, the Contractor shall deliver to the Railroad a copy of the Contracto~s safety plan
for conducting the work (the "Safety Plan"). Railroad shall have the right, but not the obligation, to require the Contractor to
correct any deficiencies in the Safety Plan. The terms of this agreement shall control if there are any inconsistencies between
this agreement and the Safety Plan.
Section 8.
INDEMNITY.
A. To the extent not prohibited by applicable statute, the Contractor shall indemnify, defend and hold harmless the
Railroad, its affiliates. and its and their officers, agents and employees ('"Indemnified Parties") from and against any and all loss,
damage, injury. liability, claim, demand, cost or expense (including. without limitation, attorney's. consultant's and expert's fees,
and court costs), fine or penalty (collectively, "Loss") incurred by any person (including. without limitation. any Indemnified Party.
the Contractor. or any employee of the Contractor or of any Indemnified Party) arising out of or in any manner connected with (i)
any work performed by the Contractor, or (ii) any act or omission of the Contractor. its officers, agents or employees, or (iii) any
breach of this agreement by the Contractor.
B. The right to indemnity under this Section 8 shall accrue upon occurrence of the event giving rise to the Loss, and shall
apply regardless of any negligence or strict liability of any Indemnified Party, except where the Loss is caused by the sole active
negligence of an Indemnified Party as established by the final judgment of a court of competent jurisdiction. The sole active
negligence of any Indemnified Party shall not bar the recovery of any other Indemnified Party.
C. The Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions brought
by the Contractor's own employees. The Contractor waives any immunity it may have under worker's compensation or industrial
insurance acts to indemnify the Railroad under this Section 8. Contractor acknowledges that this waiver was mutually
negotiated by the parties hereto.
D. No court or jury findings in any employee's suit pursuant to any worke~s compensation act or the Federal Employers'
liability Act against a party to this agreement may be relied upon or used by the Contractor in any attempt to assert liability
against the Railroad.
E. The provisions of this Section 8 shall survive the completion of any work performed by the Contractor or the termination
or expiration of this agreement. In no event shall this Section 8 or any other provision of this agreement be deemed to limit any
liability the Contractor may have to any Indemnified Party by statute or under common law.
Section 9.
RESTORATION OF PROPERTY.
In the event the Railroad authorizes the Contractor to take down any fence of the Railroad or in any manner move or
disturb any of the other property of the Railroad in connection with the work to be performed by Contractor, then in that event the
Contractor shall. as soon as possible and at Contracto~s sole expense, restore such fence and other property to the same
condition as the same were in before such fence was taken down or such other property was moved or disturbed. The
Contractor shall remove all of Contracto~s tools, equipment, rubbish and other materials from Railroad's property promptly upon
completion of the work, restoring Railroad's property to the same state and condition as when Contractor entered thereon.
Section 10.
WAIVER OF DEFAULT.
Waiver by the Railroad of any breach or default of any condition, covenant or agreement herein contained to be kept,
observed and performed by the Contractor shall in no way impair the right of the Railroad to avail itself of any remedy for any
subsequent breach or default.
Section 11.
MODIFICATION. ENTIRE AGREEMENT.
No modification of this agreement shall be effective unless made in writing and signed by the Contractor and the
Railroad. This agreement and the exhibits attached hereto and made a part hereof constitute the entire understanding between
the Contractor and the Railroad and cancel and supersede any prior negotiations, understandings or agreements, whether
written or oral, with respect to the work to be performed by the Contractor.
Contractor's Permit ExA 03/01/05
Form Approved, AVP-law
Page 3 of4
Exhibit A
To Contractor's Permit
r BUILDING AMERICA-
Contractor's Permit ExA 03101105
Form Approved, AVP-Law
Section 12.
ASSIGNMENT - SUBCONTRACTING.
The Contractor shall not assign or subcontract this agreement, or any interest therein, without the written consent of the
Railroad, The Contractor shall be responsible for the acts and omissions of all subcontractors, and shall require all
subcontractors to maintain the insurance coverage required to be maintained by the Contractor as provided in this agreement,
and to indemnify the Contractor and the Railroad to the same extent as the Railroad is indemnified by the Contractor under this
agreement.
Contractor's Permit ExA 03/01/05
Form Approved, AVP.Law
Page 4 of4
Exhibit A
To Conlracto(s Permit
I'l JlLDING AMERICA-
Contractor's Permit ExB 03/01105
Form Approved, AVP-Law
EXHIBIT B
TO CONTRACTOR'S PERMIT
INSURANCE PROVISIONS
Contractor shall, at its sole cost and expense, procure and maintain during the life of this Agreement the following insurance
coverage:
A. Commercial General Liabilitv insurance. This insurance shall contain broad form contractual liability with a single limit
of at least $5,000,000 each occurrence or claim and an aggregate limit of at least $10,000,000. Coverage must be
purchased on a post 1998 ISO or equivalent form, including but not limited to coverage for the following:
. Bodily injury including death and personal injury
. Property damage
. Fire legal liability (Not less than the replacement value of the portion of the premises occupied)
. Products and completed operations
The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance:
. "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act
or a Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or
obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or
similar 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, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse
and underground hazard shall be removed.
. Coverage for Contractor's (and Railroad's) employees shall not be excluded
. Waiver of subrogation
B. Business Automobile Coveraae insurance. This insurance shall contain a combined single limit of at least
$5,000,000 per occurrence or claim, including but not limited to coverage for the following:
Bodily injury and property damage
Any and all motor vehicles including owned, hired and non-owned
The policy shall also contain the following endorsements which shall be indicated on the certificate of insurance:
. "For purposes of this insurance, Union Pacific Railroad payments related to the Federal Employers Liability Act or a
Union Pacific Wage Continuation Program or similar programs are deemed not to be either payments made or
obligations assumed under any Workers Compensation, disability benefits, or unemployment compensation law or
similar 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, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and
underground hazard shall be removed.
. Motor Carrier Act Endorsement- Hazardous materials clean up (MCS-90) if required by law.
C. Workers ComDensation and EmDlovers Llabilitv insurance including but not limited to:
. Contractor's statutory liability under the workers' compensation laws of the state(s) affected by this Agreement
. Employers' Liability (Part B) with limits of at least
$500,000 each accident, $500,000 disease policy limit
$500,000 each employee
If Workers Compensation insurance will not cover the liability of Contractor In states that require participation in state
workers' compensation fund, Contractor shall comply with the laws of such states. If Contractor is self-insured,
evidence of state approval must be provided along with evidence of excess workers compensation coverage. Coverage
Contractor's Pennit ExB 03101/05
Form Approved, AVP-Law
Page 1 of2
Exhibit B
To Contractor's Permit
I~ UILDINGAMER1CA-
Contractor's Permit ExB 03/01/05
Form Approved, AVP-Law
shall include liability arising out of the U. S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer
Continental Shelf Land Act, if applicable.
The policy shall also contain the following endorsement which shall be indicated on the certificate of insurance:
. Alternate Employer Endorsement
D. Umbrella or Excess Policies In the event Contractor utilizes Umbrella or excess policies, these policies shall "follow
form" and afford no less coverage than the primary policy.
E. Railroad Protective Liabilitv insurance naming only the Railroad as the insured with a combined single limit of
$2,000,000 per occurrence with a $6,000,000 aggregate. The policy shall be broad form coverage for "Physical
Damage to Property' (ISO Form CG 00 35 07 98 or equivalent). A binder stating the policy is in place must be
submitted to the Railroad until the original policy is forwarded to the Railroad.
Other Requirements
F. Punitive damage exclusion must be deleted, which deletion shall be indicated on the certificate of insurance.
G. Contractor agrees to waive its right of recovery, and its insurers, through policy endorsement, agree to waive their right
of subrogation against Railroad. Contractor further waives its right of recovery, and its insurers also waive their right of
subrogation against Railroad for loss of its owned or leased property or property under its care, custody and control.
Contracto~s insurance shall be primary with respect to any insurance carried by Railroad. All waivers of subrogation
shall be indicated on the certificate of insurance.
H. All policy(ies) required above (excluding Workers Compensation) shall provide severability of interests and shall name
Railroad as an additional insured. Severability of interest and naming Railroad as additional insured shall be
indicated on the certificate of insurance.
I. Prior to commencing the Work, Contractor shall furnish to Railroad original certificate(s) of insurance evidencing the
required coverage, endorsements, and amendments. The certificate(s) shall contain a provision that obligates the
insurance company(ies) issuing such policy(ies) to notify Railroad in writing of any cancellation or material alteration.
Upon request from Railroad, a certified duplicate original of any required policy shall be furnished.
J. Any insurance policy shall be written by a reputable insurance company acceptable to Railroad or with a current Best's
Insurance Guide Rating of A- and Class VII or beller, and authorized to do business in the state(s) in which the service
is to be provided.
K. Contractor WARRANTS that this Agreement has been thoroughly reviewed by Contracto~s insurance
agent(s)/broker(s), who have been instructed by Contractor to procure the insurance coverage required by this
Agreement and acknowledges that Contracto~s insurance coverage will be primary.
L. The fact that insurance is obtained by Contractor or Railroad on behalf of Contractor shall not be deemed to release or
diminish the liability of Contractor, including, without limitation, liability under the indemnity provisions of this Agreement.
Damages recoverable by Railroad shall not be limited by the amount of the required insurance coverage.
Contractor's Permit ExB 03/01/05
Form Approved, AVP-Law
Page 2 of 2
Exhibit B
To Contractor's Permit
fr 3UILDING AMERICA'"
tll}-v
Contractor's Permit ExC 03/01105
Form Approved, AVP-Law
EXHIBIT C
TO CONTRACTOR'S PERMIT
MINIMUM SAFETY REQUIREMENTS
The term "employees" as used herein refer to all employees of the Contractor as well as all employees of any subcontractor
or agent of the Contractor.
I. Clothing
A. All employees of the Contractor will be suitably dressed to perform their duties safely and in a manner that
will not interfere with their vision, hearing, or free use of their hands or feet.
Specifically, the Contractor's employees must wear:
(i) Waist-length shirts with sleeves.
(ii) Trousers that cover the entire leg. If flare-legged trousers are worn, the trouser bottoms must be
tied to prevent catching.
(iii) Footwear that covers their ankles and has a defined heel. Employees working on bridges are
required to wear safety-toed footwear that conforms to the American National Standards Institute
(ANSI) and FRA footwear requirements.
B. Employees shall not wear boots (other than work boots), sandals, canvas-type shoes, or other shoes that
have thin soles or heels that are higher than normal.
C. Employees must not wear loose or ragged clothing, neckties, finger rings, or other loose jewelry while
operating or working on machinery.
II. Personal Protective Equipment
The Contractor shall require its employees to wear personal protective equipment as specified by Railroad rules,
regulations, or recommended or requested by the Railroad Representative.
(I) Hard hat that meets the American National Standard (ANSI) Z69.1 - latest revision. Hard hats should be
affixed with the contractor's or subcontractor's company logo or name.
(ii) Eye protection that meets American National Standard (ANSI) for occupational and educational eye and
face protection, Z67.1 - latest revision. Additional eye protection must be provided to meet specific job
situations such as welding, grinding, etc.
(iii) Hearing protection, which affords enough attenuation to give protection from noise levels that will be
occurring on the job site. Hearing protection, in the form of plugs or muffs, must be wom when employees
are within:
. 100 feet of a locomotive or roadwaylwork equipment
. 15 feet of power operated tools
. 150 feet of jet blowers or pile drivers
. 150 feet of retarders in use (when within 10 feet, employees must wear dual ear protection - plugs
and muffs)
.
(iv) Other types of personal protective equipment, such as respirators, fall protection equipment, and face
shields, must be worn as recommended or requested by the Railroad Representative.
III. On Track Safety
The Contractor is responsible for compliance with the Federal Railroad Administration's Roadway Worker
Protection regulations - 49CFR214, Subpart C and Railroad's On-Track Safety rules. Under 49CFR214, Subpart
C, railroad contractors are responsible for the training of their employees on such regulations. In addition to the
instructions contained in Roadway Worker Protection regulations, all employees must:
(i) Maintain a distance of twenty-five (25) feet to any track unless the Railroad Representative is present to
authorize movements.
(ii) Wear an orange, reflectorized workwear approved by the Railroad Representative.
Contractor's Permit ExC 03/01/05
Form Approved, AVP-Law
Page 1 of2
Exhibit C
To Contractor's Permit
Sf ;UILDING AMERICAM
\1JJJ.
Contractor's Permit ExC 03/01/05
Form Approved, AVP-Law
(iii) Participate in a job briefing that will specify the type of On-Track Safety for the type of work being
performed. Contractors must take special note of limits of track authority, which tracks mayor may not be
fouled, and clearing the track. The Contractors will also receive special instructions relating to the work
zone around machines and minimum distances between machines while working or traveling.
IV. Equipment
A. It is the responsibility of the Contractor to ensure that all equipment is in a safe condition to operate. If, in
the opinion of the Railroad Representative, any of the Contractor's equipment is unsafe for use, the
Contractor shall remove such equipment from the Railroad's property. In addition, the Contractor must
ensure that the operators of all equipment are properly trained and competent in the safe operation of the
equipment. In addition, operators must be:
. Familiar and comply with Railroad's rules on 10ckouVtagout of equipment.
. Trained in and comply with the applicable operating rules if operating any hy-rail equipment on-
track.
. Trained in and comply with the applicable air brake rules if operating any equipment that moves
rail cars or any other rail bound equipment.
B. All self-propelled equipment must be equipped with a first-aid kit, fire extinguisher, and audible back-up
warning device.
C. Unless otherwise authorized by the Railroad Representative, all equipment must be parked a minimum of
twenty-five (25) feet from any track. Before leaving any equipment unattended, the operator must stop the
engine and properly secure the equipment against movement.
D. Cranes must be equipped with three orange cones that will be used to mark the working area of the crane
and the minimum clearances to overhead powerlines.
V. General Safety Requirements
A. The Contractor shall ensure that all waste is properly disposed of in accordance with applicable federal and
state regulations.
B. The Contractor shall ensure that all employees participate in and comply with a job briefing conducted by
the Railroad Representative, if applicable. During this briefing, the Railroad Representative will specify
safe work procedures, (including On-Track Safety) and the potential hazards of the job. If any employee
has any questions or concerns about the work, the employee must voice them during the job briefing.
Additional job briefings will be conducted during the work as conditions, work procedures, or personnel
change.
C. All track work perfonmed by the Contractor meets the minimum safety requirements established by the
Federal Railroad Administration's Track Safety Standards 49CFR213.
D. All employees comply with the following safety procedures when working around any railroad track:
(i) Always be on the alert for moving equipment. Employees must always expect movement on any
track, at any time, in either direction.
(ii) Do not step or walk on the top of the rail, frog, switches, guard rails, or other track components.
(iii) In passing around the ends of standing cars, engines, roadway machines or work equipment,
leave at least 20 feet between yourself and the end of the equipment. Do not go between pieces
of equipment of the opening is less than one car length (50 feet).
(iv) Avoid walking or standing on a track unless so authorized by the employee in charge.
(v) Before stepping over or crossing tracks, look in both directions first.
(vi) Do not sit on, lie under, or cross between cars except as required in the performance of your
duties and only when track and equipment have been protected against movement.
E. All employees must comply with all federal and state regulations concerning workplace safety.
Contractor's Permit ExC 03/01/05
Form Approved, AVP-law
Page 2 of2
Exhibit C
To Contractor's Permil
N
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LOCA nON OF NEW AT-GRADE
PEDESTRIAN CROSSING
CONSTRUCTION PROJECT
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RAILROAD WORK TO BE PERFORMED:
EXHIBIT "A"
UNION PACIFIC RAILROAD COMPANY
SANTA ANA INDUSTRlAL LEAD
MILE POST 520.77
GPS, N 330 42.466', W 117052.601'
SANTA ANA, ORANGE CO., CA.
1. Install16.feet of eonerete erossing surfaee; re-Iay 78-feet of rail;
install 20 cross ties; install 1 carload of ballast and other traek
materials,
2. Upgrade existing gate; install 1 LED flashing signal unit and other
signal materials.
Illustrative print showing location of a new at-grade pedestrian
crossing construction project with the CITY OF SANTA ANA,
Folder No. 2251.22
Date: May 16, 2005
WARNING
IN ALL OCCASIONS, V,P. COMMUNICATIONS DEPARTMENT MUST BE CONTACTED IN
ADVANCE OF ANY WORK TO DETERMINE EXISTENCE AND LOCATION OF FmER OPTIC
CABLE, PHONE: ).!l00 336.9193
Exhibit A
To New Pedestrian Crossing Agreement
It
July 22,2005
UPRRFolderNo.2251-22
MSMINDYLY
ASST ENGR
CITY OF SANTA ANA
PO BOX 1988 M-36
SANTA ANA CA 92702
Dear Ms. Ly:
RE: Proposed construction ofthe new Flower Street at-grade pedestrian crossing in Santa Ana, CA
Attached for your file is your original copy of a New Pedestrian Af!7'eement, fully executed on behalf
of the Railroad Company. Please furnish payment in the amount of $8,478.00. To ensure proper application
of your check, please indicate the folder number listed above on your check. This agreement will not be
accepted by the Railroad Company until the initial payment is received. If you require formal billing, you
may consider this letter as a formal bill.
In compliance with the Internal Revenue Services' new policy regarding their Form 1099, I certify
that is the Railroad Company's correct Federal Taxpayer Identification Number and that Union
Pacific Railroad Company is doing-business as a corporation.
You are hereby authorized to proceed with the work upon proper notification to the Railroad
Company's Manager of Track Maintenance. In accordance with the terms of the above agreement, 10 days
advance notification upon entering the Railroad Company's right of way shall be given to the following
office:
Freddy Cheung
Manager Industry & Public Projects
Union Pacific Railroad Company
19100 Slover Avenue
Bloomington, CA 92316
Phone: 909-879-6288
Fax: 9()9-~Z2I-fa~?
UNION PACIFIC RAILROAD
1400 Douglas Street, Stop 1690
Omaha, Nebraska 68179-1690
fx. (402) 501-0340
When you or your representative enter the Railroad Company's property, a copy of this fully
executed document must be available at the site to be shown on request to any Railroad employee
or official. Should you have any questions, please contact me.
i an er Con acts
Phone: (402 020
e-mail: pgfarrell@up.com