FOLDER NO. 1976-54 NEW PUBLIC HIGHWAY CROSSING AGREENIENT BETWEEN TOWN OF ADDISON, TEXAS AND DALLAS GARLAND & NORTHEASTERN RAILROAD AND UNION PACIFIC RAILROAD COMPANY COVERlNG CONSTRUCTION
OF NEW ARAPAHO ROAD AT-GRADE PUBLIC ROAD CROSSING AT OR NEAR ADDISON, DALLAS COUNTY, TEXAS Town's Original 
PHe 20011211 Folder No.; 1976·54 Non.Standard Form Approved. AVP-Law AgreementNumber ________________ NEW PUBLIC HIGHWAY CROSSING AGREEMENT ARAPAHO ROAD MILE POST 598,3 -DAL-NOR BRANCH
ADDISON, DALLAS COUNTY, TEXAS THIS AGREEMENT, made and entered into as of the day of , 200_ by and between UNION PACIF1C RAILROAD COMPANY, a Delaware corporation to be addressed at 1800
Farnam Street, Omaha, Nebraska 68102 (hereinafter the "UP") and DALLAS GARLAND & NORTHEASTERN RAILROAD, a Texas corporation (hereinafter the "Railroad"), and the TOWN OF ADDISON, TEXAS,
a municipal corporation of the State ofTexas to be addressed at PO Box 9010, Addison, TX 75001-9010 (hereinafter the "Town"), WITNESSETH: RECITALS: The Town desires to undertake as its
project the construction of two new at-grade public road crossings (hereinafter the "Project"), The Town desires the rigbt to use for the Project that portion of the rigbt-of-way of
the Railroad a1598.3 on the Dal-Nor Branch (hereinafter the "Crossing Area") shown and described on the attached prints datedMarch 27, 200 I, marked Exhibit A, The Town and UP entered
into one (1) certain Letter Agreement dated December 14, 2001 concerning UP's sale of certain real property 10 the Town located adjacent to and surrounding the Crossing Area, as more
specifically described therein, (the "Real Estale Contract"). The obligations of the Parties hereto are expressly conditioned on the closing of the Real Estate Contract, as dermed therein,
AGREEMENT: NOW, THEREFORE, it is mutually agreed by and between the parties bereto as follows: ARTICLE 1 -RAILROAD GRANTS RIGHT For and in consideration of the Town's agreement to perform
and abide by the terms of this Agreement, including Exhibit A, B, and B-1, attached hereto and hereby made a part hereof, the UP and the Railroad herebY grant to the Town, the right
to establish, construct, maintain, repair, renew, and use a public highway and rigbt of way at grade over and across the Crossing Area, (together with any and all uses incidental thereto,
including, without limitation, the installation, repair, maintenance, and replacement of water lines, sanitary serer lines, drainage, and other utilities typically located underground
within public right of way), provided that the Rallroad consents in writing to the installation of the above utilities, SIIch consent to not be unreasonably withheld, together with the
right of entry to control and remove from the Railroad's right-of-way, on each side of the Crossing Area, weeds and vegetation which may obstruct the view of motoriSts, approaching the
Crossing Area, to any trains that may also be approaching the Crossing Area. ARTICLE 2 -ADMINISTRATIVE FEE The Town shall pay to UP TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.011) as
1976-54 Town of Addison. TX Page 1 revised December 17.2001 Arapaho Road 
PRe 20011217 Folder No., 1976·54 Non-Standard Form Approved. 􀁁􀁖􀁐􀁾􀁌􀁡􀁷􀀠reimbursement for clerical, administrative and handling expense in connection witb tbe processing of this
Agreement. ARTICLE 3 -CERTIFICATE OF INSURANCE A. Before any work on tbe Premises begins, tbe Town (as defined in Section 8(a) of Exhibit B to tbis Agreement) will provide tbe UP and
the Railroad witb a Certificate issued by its insurance carrier providing tbe insurance coverage required pursuant to Exhibit B-1 of this Agreement in a policy containing tbe following
endorsement: "Union Pacific Railroad Company and Dallas Garland & Northeastern Railroad are named as additional insured witb respect to all liabilities arising out of Insured's perfonnance
of the work required for the Project. " B. The Town WARRANTS that this agreement has heen thoroughly reviewed by its insurance agent(s)/broker(s) and that said agent(s)/broker(s) has
been instructed to procure insurance coverage and an endorsement as required herein. C. All insurance correspondence shall be directed to: Union Pacific Railroad Company, 1800 Farnam
Street, Omaha, Nebraska 68102, with reference to Folder No. 1976-54. D. The Town may self-insure all or a portion of tbe insurance coverage required hereunder, subject to UP and tbe
Railroad's review and approval. However, the Town's contractor/subcontractor (if any) shall obtain and provide evidence of insurance coverage pursuant to Exhibit B-I of tbis agreement.
ARTICLE 4 -IF WORK IS TO BE PERFORMED BY CONTRACTOR If a contractor is to perform any of tbe work on tbe Project (including initial construction and subsequent relocation or substantial
maintenance and repair work), then the Town shall require its contractor to execute the UP's Contractor's Right of Entry Agreement attached hereto as Exhibit C, including revisions tbereta
that UP is willing to approve, which approval shall not he unreasonably withheld,and hereby made a part hereof. Town acknowledges receipt of a copy of the Right of Entry Agreement and
understanding understanding of its terms, provisions, and requirements, and will inform its contractor oftbe need to execute the Agreement. Under no circumstances will Town's contractor
be allowed onto the Railroad's premises without first executing the Contractor's Right of Entry Agreement. ARTICLE 5 -WORK TO BE PERFORMED BY THE RAILROAD A. The Railroad may make aoy
and all chaoges, alterations or relocations, whetber temporary or permanent, and may provide flagging and other protective services and devices, which in tbe Railroad's judgment may
be or become necessary or expedient within the Railroad's right-of-way because oftbe Project,provided, however, that this right to make such changes, alterations or relocations shall
not be a right to eliminate, Qialinica, 1'e9UO" or unreasonable interrere with the crossing rights of the Town. B. The Railroad shall, at the sole cost aod expense of the Political Body,
maintain, repair, and replace tbe warning devices installed hereunder; PROVIDED, HOWEVER, that tbis provision shall not negate tbe Railroad's eligibility for any furtber federal, slate
or local or other public funds that may become available for tbe maintenance of said devices; and PROVIDED, FURTHER, tbat tbe cost of repair or replacement resulting from damage caused
by non-parties tbat is not recoverable by the Railroad from the non-parties shall be borneentirely by tbe Political Body C. The Town agrees to pay tbe Dallas Garlaod & Northeastern Railroad
for the work performed and materials supplied by the Dallas Garland & Nortbeastern Railroad for the Project. 1976-54 Town of Addison, TX Page 2 remed December 17. 2001 Arapaho Road 
PHC 20011217 Polder No.: 1976-54 Non-Standard Form Approved. AVP-Law ARTICLE 7 -EFFECTIVE DATE; TERM This Agreement shall become effective as of the date first herein written, or the
date work commences on the Project, whichever is earlier, and shall continue in full force aod effect until terminated as herein provided_ Notwithstanding any provision herein, the parties
hereto agree and acknowledge that the obligations arising hereunder are conditioned upon and subject to the clOSing of the Real Estate Contract aod if the closing is rescheduled for
a later date, then the obligations of the parties hereunder shall commence follOWing the clOSing on the rescheduled closing date. IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed intriplicate as of the date first herein written. UNION PACIFIC RAILROAD COMPANY 􀁂􀁹􀀭􀀭􀀭􀀭􀁾􀁷􀀽􀁮􀀽􀁾􀁾􀁾􀁾􀀭􀀭􀀭􀀭􀂭Asst. Vice President-Real Estate DALLAS GARLAND
& NORTHEASTERN RAILROAD Title'_______________ ATTEST: TOWN OF ADDISON, TEXAS By______________________________ Title'_________________ (Seal) Resolution No.: Pursuant to Res071u-(:-io-nf"'O=-r-cd:-er-
--:da-t-ed7:-----,.--__-:-:--;-:;-___________' 200__ hereto attached. 1976-54 Town of Addison, TX Page 3 re:vised December 17.2001 Arapaho Road 
EXHIBIT A 
EXHIBIT A Location & Detail Prints 
NEW P1!JBLIC ROAD CROSSlING CONSTRUCTION PROJECT ",'􀁾􀀭􀀬􀀠,."j ,..,. ,', ;.:;: . ':',:. RAILROAD WORK TO BE PERFORMED: I. Flagging. EXHIBIT "A" UNION PACIFIC RAILROAD COMPANY DALLAS
GARLAND & NORTHEASTERN RAILROAD Old Fort Worth Braneh Mile Post 59&.3 GPS: N 32' 57.436" W %0 49.909' Addison Jet, Dallas Co., TX. Illustrative print showing location ofproposed public
road crossing extension construction project with the TOWN OF ADDISON, TEXAS. Folder No. 1976·54 Date: Deeember 17,2001 WARNING IN ALL OCCASIONS, UP. 􀁃􀁑􀁍􀁍􀁕􀁎􀁉􀁃􀁁􀁔􀁉􀁏􀁾􀁄􀁅􀁐􀁁􀁒􀁔􀁍􀁅􀁎􀁔MUS
T B£CONTACTEIJ IN AD\'ANCE OF A:''Y WORK TO DETERMINE EXISTENCE AND l.OCATION OF FIBER OrnC CADLE. PHONE: 1-(800)336-9193 i 
PLANS FOR THE CONSTRUCTION OF PAVING, STORMWATER, WATE.R, WASTEWATER, SIGNALIZATION AND STREETSCAPE IMPROVEMENTS FOR ARAPAHO ROAD FROM MARSH LANE TO ADDISON ROAD m_sHEET NO, I INO£)(
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"'.' 􀁾􀀠VOL. m.Pe. 449 􀁾􀁉􀀺􀁾􀀼􀀾􀀧􀁖􀀢􀀠-"! 'j..... j 8]11,8, 􀁉􀁾􀀠i!;fST. LOUIS SOUTHWESTERN RR '-' '. "D.R.D.CoT. 􀁾􀀠􀁾􀀢􀀧􀀧􀀧􀀮􀀢􀀨􀀮􀁾􀀠􀀢􀁾􀀢􀀬􀀠lI./?.fJ',,"G, Q. ' /'CO.
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,<:t 􀀷􀁌􀁯􀁬􀀧􀂷􀁾􀀬􀀠BLOCK 1/15211 ADDISON ROADBLOCK A D.R-D.C,T. OTt OF DAllAS \ V.,jIJ /cr. 􀁾􀁬􀁾􀀠􀁱􀀻􀁬􀀬􀁾􀀠''ADDISON CAR CARE JOINT VEN"lURE8ElTllOOO RESERVOIR AUGLIST 5. 1958
\ ",. 􀁾􀀭􀀮􀀮􀀭.It'.A.lNE 8. 1987 AUGUST 7. 1996AUGUST 2, 19B9 VOL. 4942, pc. 629 , /.. IJ 􀁾/. vOL 87111, PO. 0288 VOL 96156, pc. 04963VOL 90012, PO. 3386 D.R-D.C.T, 􀁾􀀠;. 1/' M.D.C.T.
D.R-D.C.T.D.RoO.CoT. 􀁾􀀠./r ". PARCEL 3 A PLAT OF A 1.8273 ACRE (79,598 SQ. FT.)NOleS: lRACT OF lAND AU. EASEUENTS SHOWN ARE TAKEN FROII THE PLATS INDICAlED IN THE EDWARD COOK SURVEY
HEREON. THE SURVEYOR DID NOT /.BSlRACT THE SUBJECT ABSlRACT NO. 326PROPERTY SO All. EASEMENTS IIAY NOT BE SHOWN. TOWN OF ADDISON AU. BEARINGS ARE REfERENCED TO lHE NORTH RIGHT OF WAY
DALlAS COUNTY. TEXAS UNE OF CENlURION WAY, cAlLED 5 89'51'55" E, ACCOfWINC TO • DENOTES A FOUND PONT AS INDICATED 1HE FINAL PLAT OF lOT 3, SURVEYOR AODIlION. RECORDED IN O£NOlES A 5/S"
IRON ROO SET UNLESS 100 0 50 100 200• L._.._._ __, ,t ::J ' VOL 77173. PAGE 135, D.R.D.C.T. OlHERWISE NOTED ---PROPOSED RIGHT OF WAY UNE I A LEGAL OESCRIPllON OF EVEN SURVEY DAle HEREWITH
GRAPHIC SCALEACCDUPANfES THIS PLAT. 1 INCH = 100 FT. ARAPAHO ROAD . (vARIABLE R.O.W.) AUGUST 5. 1958 VOL 4942, PO. 629 D.R.D.CoT. --":::::: v "106. " ..... 􀁾􀀠􀀢􀀧􀁾􀀠PROPOSED ARAPAHO
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EXHIBIT B 
EXHIBITB Terms and Conditions 
PHC20011217 Non-Standard Form Approved. AVP-Law EXHIBIT B Public Highway Crossing SECTION 1· CONDmONS AND COVENANTS a) The Railroad makes no covenant or warranty of title for quiet possession
or against encumbrances. The Town shail not use or permit use of the Crossing Area for any purposes other than those described in this Agreement. Without limiting the foregOing, the
Town shall not use or permit use 01 the Crossing Area for railroad purposes, or for gas, oil or gasoline pipe lines. Any lines constructed on the Railroad's property by or under authority
of the Town for the purpose of conveying electric power or communications incidentai to the Town's use of the property for highway purposes shall be constructed in accordance with specifications
and requirements of the Railroad, and in such manner as not adversely to aifect communication or signai lines of the Railroad or its licensees now or hereaiter located upon said property.
No nonpcrrty shall be admitted by the Town to use or occupy cmy part of the Railroad's property without the Rallroad's written consent. Nothing herein shall obligate the Roilioad to
give such consent. b) UP and the Rallroad reserve the right to cross the Crossing Area with such railroad tracks as may be required lor its convenience or purpcses in such manner as
not unreasonably to interfere with its use as a public highway. In the event UP and the Railroad shall place tracks upon the Crossing Area, the Town shall at its sole cost and expense,
modify the highway to conform with the rail line. c) The right hereby granted Is subject to cmy existing encumbrances and rights (whether public or private), recorded or not. and also
to any renewals thereof. Except as authorized pursuant to law or by agreement, the Town shall not damage, destroy or interlere with the property or rights of nonparties in, upon or relating
to the railroad property, unless the Town at its own expense settles with and obtatns releases from such nonparties. d) The Rallroad reserves the right to use and to grant to others
the right to use the Crossing Area for any purpose not inconsistent with the right hereby granted, including, but not by way of limitation, the right to construct, reconstruct, maintain,
operate. repair, alter, renew and replace tracks, railroad facilities and railroad appurtenonces on the property; also the right to cross the Crossing Area with all kinds of equipment
in connection with a railroad use. The Railroad further reserves the right to attach signal, communication or power lines in connection with its railroad use to any highway facilities
located upon the property, provided that such attachments shall comply with Town's speCifications and will not interfere with the use of the Crossing Area. e) So far as it lawiully may
do so, the Town will assume, bear and pay all taxes and assessments of whatsoever nature or kind (whether general, local or spectal) levied or assessed upon or against the Crossing Area,
excepting taxes levied upon and against the property as a component part of the Railroad's operating property. f) II any property or rights other than the right hereby granted are necessary
for the construction, maintenance and use of the highway and ils appurtenances, or for the perlormance of any work in connection with the Project, the Town will acquire all such other
property and rights at its own expense and without expense to the Railroad. SECTION 2-CONSTRUCTION OF HIGHWAY 0) The Town at its own expense, will apply for and obtain all public authority
required by law, ordinance, rule or regulation for the Project, and will furnish the Railroad upon request with satisfactory evidence that such authority has been obtained. b) Except
as may be otherwise specifically provided herein. the Town, at its own expense, will furnish all necessary labor, material and equipment, and shall construct and complete the highway
and all appurtenances thereof. The appurtenances shall include, without limitation, all necessary and proper highway warning devices (except those installed by !he Rallroad within its
right-of-way). and all necessary and proper drainage facilities, guard ralls or barriers. and right 01 way fences between the highway and the railroad tracks. Upon completion of the
Project, the Town shall remove from the Railroad's property all temporary structures and false work, and will leave the Crossing Area in a condition satisfactory to the Railroad. c)
The Roilroad will receive no ascertatnable benefit from the construction 01 the Project. and, except as may be specifically provided herein, shall not be required to pay or contribute
any port of the cost thereof. II the Project is to be financed in whole or in part by Federal funds, all construction work by the Town shall be perfonned, and any reimbursement to the
Railroad for work it performs shall be made, in accordance with the applicable Federal acts, regulations, and this Agreement. d) All construction work of the Town upon the Railroad's
property (including, but not limited to, construction of the highway and phx.exb Page I Exhibit B G:\lawadm\par\forms\OSS9n.exb 
PHC 20011217 􀁎􀁯􀁮􀁾􀁓􀁴􀁡􀁮􀁤􀁡􀁲􀁤􀀠Form Approved, AVP-Law = appurtenemces emd all related and incidental work) shall be performed ond completed in a memner satisfactory to the Vice
President-Engineering Services of the Rallroad or his authorized representative emd in accordemce with detalled plans ond specifications prepared by and at the expense of the Town, ond
approved in writing by the Rallroad's Vice President-Engineering Services. e) All construction work of the Town shall be performed diligently ond completed within a reasonable time,
ond in any event within three-@five(5)yearsfrom the effective date of this Agreement, or within such further period of time as may be specified in writing by the Railroad's Vice President-Engineering
Services. No perri of the Project shall be suspended, discontinued or unduly delayed without the Rallroad's written consent. and subject to such reasonable conditions as the Railroad
may specify. It is understoad that the Railroad's tracks at emd in the vicinity of the work will be in constant or frequent use during progress of the work and that movement or stoppage
of tratns, engines or cars may cause delays in the work of the Town. The Town hereby assumes the risk of any such delays and agrees that no claims for damage on account of any delay
shall be made agalnst the Ratlroad. f) IT the Project includes construction of a structure over which tralns are to be operated, or for which the Rallroad has any responsibility for
maimenance, the Town shalllurnish the Railroad permanent reproducible prints of all design and shop clrowings as soon as possible olter approval by the Vice President-Engineering Services
of the Railroad or his authorized representative. Upon completion 01 construction, the Town shall furnish the Ra!Iroad two sets of "as constructed' prints and, in addition, upon request
of the Vice President-Engineering Services of the Railroad, "as constructed" permanent reproducible prints of all or any portion of the structure. SECTION 3-!NIURY AND DAMAGE TO PROPERTY
PROPERTY If the Town, In the performance of any work contemplated by this Agreement or by the failure to do or perform anything for which the Town is responsible under the provisions
of this Agreement, shall injure, damage or destroy any property of the Railroad or of any other person lawfully occupying or using the property of the Railroad, such property shall be
replaced or repaired by the Town ai the Town's own expense, or by the Railroad at the expense of the Town, and to the satisfaction of the Rallroad's Vice President-Engineering Services.
SECTION 4-PAYMENT FOR WORK BY THE RAIlROAD COMPANY a) Bills for work and maierials shall be paid by the Town promptly upon receipt thereof. The Railroad will submit to the Town current
bills for flagging and other protective services and devices during progress of the Project. The Railroad will submit final billing for flagging and other protective services within
one hunclred and twenty (120) days after completion of the Project. provided the Town advises the Railroad of the commencement of the 120-day periad by giving the Railroad written notificaiion
of completion of the Project. b) In connection with the Crossing Area, the Railroad may contract for the performance of any of its work by other than railroad forces. The Railroad shall
give reasonable notice to the Town of its intent to work on the Crossing Area, and the Railroad and Town agree to work together to coordinate such work and its effect On the CrOSSing
Area. The Railroad shail notify the Town of the contract price within ninety (90) days olter it is awarded. Unless the Railroad's work is to be performed on a fixed price basis, the
Town shall reimburse the Railroad for the amount of the contract. SECTION 5-MAINTENANCE a) nthe Project invclves a grade crossing: l) The Town shall, at its own sole expense, malntaln,
repatr, and renew, or cause to be malntalned, repaired and renewed, the entire Crossing Area, except the portions between the track lie ends, which shall be matntalned by and at the
expense of the the Railroad. Z) IT, in the future, the Town elects to have the surfacing materiai between the tr=k tie ends, or between tracks if there is more than one railroad track
across the Crossing Area, replaced with paving or some surfacing material other than timber planking, the Railroad, at the Town's expense, shall install such replacement surfacing, and
in the future, to the extent repair or replacement of the surfactng is necessitated by repair or rehabilitation of the Railroad's tracks through the Crossing Area, the Town shall bear
the expense of such repairs or replacement. b) If the Project involves a public highway crossing under the Railroad's tracks: l) The Town shall, at its own sole expense, malntaln, repair,
and renew, or cause to be malntalned. repaired and renewed, phx.exb Page 2 Exhibit B G:\iawadm\par\foTms\0589n,exb 
PHC20011217 Non-Standard Form Approved, A􀁖􀁐􀁾􀁌􀁡􀁷􀀠the entire substructure of the highway-railroad grade separation structure. 2) The Railroad shall, at its own sole expense, maintain
and repair, or cause to be maintained and repaired, th" entire superstructure 01 the highway-railroad grade separation struclur". c) If the Project involv"s a public highway crossing
over the Railroads tracks, the Town shall, at its own sole expense, maintain, repair, and renew, or cause to be maintained, repaired, and renewed, the entire highway-railroad grade separation
structure. SECTION 6 -CHANGES IN GRADE If at any time the Railroad shall elect. or be required bycompetent authority to, ratse or lower the grade of all or any portion of the track or
tracks locatedon the Crossing Area. the Town shail, at its own expense, conform the public highway in the Crossing Area to conform with the change of grade of the trackage. SECTION 7
-REARRANGEMENT OF WARNING DEVICES Ifthe chonge or rearrongement of anywaming device instailed hereunder is necessitated for public or Railroad convenience or on account of improvements
for either railroad, highway or both. the porties will apportion the expense incidental thereto betwe&n themselves by negotiation, agreement or by the order of a competent authcrity
before the change or r&arrangement is undertaken. SECTION B-SAFETY MEASURES; PROTECTION OFRAILROAD COMPANY OPERATIONS It is understood and recognized that safety ond cantinuity of the
Railroad's operations and communications are of the utmost tmportance; ond in order that the same may be adequately safeguarded, protected and assured, and in order that accidents may
be preventedand avoided. it is agreed with respect to ail of said work of the Town that the work will be performed 10 a safe manner and in conformity with the following standards: aJ
);)"finitions. All references in this Agreement to the Town .hail include th" Town's contractors, subcontractors, officers, agents andemployeE>S, and others acting und"r its or their
authority; and and ail references in this Agreement to work of the Town shell include work both within and outside of railroad property. b) ComplianceWith Laws. The Town shail comply with ail applicable federaL state and locollows. regulations and enactments affecting the work. The Town shall use only such methods as are consistent
with safety, both as concerns the Town. the Town's agents and employees, the officers, agents, employees and property of the Railroad and the public in general. The Town (withcul limiting
the generality of the foregoing) sholl comply with ail applicable state and federal occupational safety and health ac\s and regulations. All Federal Railrood Administration regulations
shail be followed when work is performed on the Railroad's premises. If any failure by the Town to comply with any such lows, regulations, and enactments, shail result in any fine, penalty,
cost or charg" being assessed, imposed or charged against the Railroad. the Town shall reimburse and indemnify the Railroad lor any such fine, penalty, cost, or charge. including without
limitation attorney's fees, court costs and expenses< The Town further agrees in the event of any such action, upon notice thereal being provided by the Railroad, to defend such action
free of cost, charge, or expense to the Railroad< c) No Interference or Delavs. Recognizing that a public street and right-of-way will be constructed and used by the Town across the
CrossingArea, the Town shail not unreasonably do, suffer or permit anything which will or may obstruct, endanger, interfere with, hinder or delay maintenance or operation of the Railroad's
tracks or facilities, or any communication or signal lines, instailations or any appurtenances thereof, or the operations of others lawfully occupying or using the Railroad's property
or facilities< d) Supervision. The To;vn, at its own expense, shall adequatelypouce and supervise ail work to be performed by the Town, and shail not inflict injury to persons or damage
to property for the safety of whom or of which the Railroad may be responsible, or to property of the Railroad. The responsibility of the Town for safe conduct and adequate policing
and supervision of the Project shall not be lessened or otherwise affected by the Railroad's approval of plans and specffications, or by the Railroad's collaboration in performance of
any work, or bythe presence at the work site of the Railroods representatives, or bycompliance by the Town with any requests or recommendations made by such representativ"s. If a representative
of the Railroad is assigned 10 the Project, the Town will give due consideration to suggestions and recommendations mode by such representative for the saf"ty and protection of the Railroad's
property and operations. e) Suspension of Work. If at any time the Town's engineers or the Vice President-Engineering Services of the Railrood or their phx,exb Pa.ge 3 ExhibitS G: \lawad
m\par\forms\O:589n,exb 
PHC 20011217 Non-Standard Form Approved. 􀁁􀁖􀁐􀁾􀁌􀁡􀁷􀀠􀁲􀁥􀀭􀁾􀀧􀁐􀁥􀁣􀁴􀁩􀁶􀁥􀀠representatiVes shall be of the opinion that any work of tbe Town Is being or is about to be done or
prosecuted without due regard ond precerution for sofety ond security, the Town shall immediately suspend the work until suitable, adequate and proper protective measures are adopted
and provided. f) Removof of Debris. The Town shall not ceruse, suffer or permit moterial or debris to be deposited or cast upon, or to slide or fall upon any property or facilities of
the Railroad; and any such material and debris shall be promptly removed from the Railroad's property by the Town at the Town's own expense or by the Railroad at the expense of the Town.
The Town shall not ceruse, suffer or permit any snow to be plowed or cast upon the Roflroad's property during snow removal from the Crossing Area. g) 􀁾􀀱􀀹􀁳􀁩􀁶􀁥􀁳􀀮􀀠The Town shall
not discharge any explosives on or in the vicinity of the Railroad's property without the prior consent of the Railroad's Vice President-Engineering Services, which shail not be given
ii, in the sole discretion of the Railroad's Vice President-Engineering Services, such discharge would be dongerous or would interfere with the Railroad's property or facilities. For
the purposes hereof, the 'vicinity of the Railroad's property' shall be deemed to be ony place on the Railroad's property or in such close proximity to the Railroad's property that the
discharge of explosives could cause injury to the Railroad's employees or other persons, or cause damage to or interference with the facilities or operaiions on the Railroad's property.
The Railroad reserves the right to impose such conditions, restrictions or limitations on the tronsportation, hond'ling, storage, security ond use of explosives as the Railroad, in the
Railroad's sole discretion, may deem to be necessary, desirable or appropriate. In addition to any conditions, restrictions or limitations as may be specifically imposed: 1) Unless the
Railroad's Vice President-Engineering Services agrees otherwise, the Town shall provide no less than 48 hours' notice, excluding weekends and holidays, before discharging any explosives.
2) Any explosives loaded in holes or placed or otherwise readied for discharge on a day shall be discharged on the same day during daylight hours, and at mutually acceptable times. 3)
The Town, at its own expense, shall take all precautionary measures ond construct all temporary shelters necessary to guard against danger of damage, destruction or interference arising
out of or connected wHh any blasting or any transportation, handling, storage, security or use of explosives. 4) The Town shall require explosives to be tronsported, handled, stored
or otherwise secured and used in a manner satisfactory to Ihe Railroad and In accordance with local, state and Federal laws, rules ond regulations, including, without limitation, United
Slates Department of Lobar, Bureau of Lobar Standards, Sofety ond Health Regulations for Construction. 29 CFR Part 1518, Subpart U·· "Blasting and the Use of Explosives"; and Occupational
Salety and Health Administration Occupational Sofety and Health Stondards, 29 crn Part 1910, Subpart H --''Hazardous Materiofs". h) Obstructions to View. Except as otherwise specifically
provided herein, the Town shall not ceruse or permit the view along the tracks of the Railroad to be obstructed, nor place any combustible material on the premtses, nor erect any structures
thereon. H public low or regulation requires control or removal of weeds or vegetation on each side of the Crossing Aroo., the Town will perform such control or removal work without
expense to the Railroad or, if the Town may not lawiully perform the control or removof work, reimburse the Railroad for the cost of performing such control or removof. H the crossing
is not equipped wilh erutomatic train activated warning devices with gaie arms: I) The Town shall control or remOVe weeds and vegetation within ond on each side of Ihe Crossing Area
so that the view of approaching motorists to approaching tratns is not obstructed by weeds or vegetation; and 2) Insofar as il may lawiully may do so, the Town will not permit non-parties
to construct sigh! obstructing buildings or other permanent structures on property adjacenl to the right-of-way. il Excwqtion. The Town shall not excovaie from existing slopes nor construct
new slopes which are excessive ond may creme hazards of slides or falling rock, or impair or endanger the clearance between existing or new slopes and the trocks of the Railroad. The
Town shall not do or ceruse to be done any work which will or may dtsturb the stability of any area or adversely alfect the Railroad's tracks or facililles. The Town. at its own expense,
shall install and malntain adequaie shoring and cribbing for ofl excovaiion ondJor trenching performed by the Town in connection with construction. maintenance or other work. The shoring
and cribbing shall be constructed and maintained with materials ond in a manner approved by the Railroad's Vice PresidentEngineering Services to withstond all stresses likely to be encountered,
including any slresses resulting from vibrations caused by the Railroad's operations in the vicinity. j) Drginage. The Town, at the Town's own expense, shall provide and maintain suitable
facilities for dratning the highway and its appurtenances, and shall not suffer or permit drainage water therefrom to flow or collect upon property of the Railroad. The phx.exb Page
4 ExhibitS O:\lawadm\par\{onns\0589tl.exb 
PHC 20011217 Non·Standard Form Approved, A􀁖􀁐􀁾􀁌􀁡􀁷􀀠T".vn, at the Town's own expense, shall provide adequate passageway for the waters of anys!reams, bodies of water and drainage
facilities (either natural or artificial, and Includingwater from the Railroad's culvert and drainage facilities), sothat satdwaters may not, because of any facilities or work of the
Town, be impeded, obstructed, diverted or caused to back up, overflow or damage the property of the Railroad or any part thereof, or property of others. The Tm'm shall not obstruct or
Interfere with existing ditches or dratnage facilities. k) Notice. Before commenctng any work the Town shall provide 48 hours prier notice (excluding weekends and holidays) to the Railroad's
Manager-Track Maintenance. I) Fiber Optic Caloles. Fiber optic calole systems may be buried on the Railroad's property. Protection of the liber optic calole systems is of extreme importance
since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. Town shall telephone the Railroad at 1-800-336-9193 (a 24-hour number)
to determfne if fiber optic calole is buried anywhere on the Railroad's premises to be used by the Town. If it is, Town will telephone the telecommuaications company(ies) involved. arrange
for a calole locator, and make arrangements for relocation or other protection of the fiber optic calole prior to beginning any work on the Railroad's premises. SECTION 9-INTERIM WARNING
DEVICES If at anytime it is determfned by a competent authority, by the Town, or by agreement between the parties, that new or improved train activated waraing devices should be Installed
at the Crossing Area. the Town shall Install adequate temporary waraing devices or signs and impose appropriate vehicular control measures to protect the motoring public until the new
or improved devices have been Installed. SECTION 10 -OrnER RAllROADS All protective and indemaifyfng provisions of this Agreement shall inure to the benefit of the Railroad and any any
other railroad company lawfully using the Railroad's property or facilities. SECTION II -REMEDIES FOR BREACH OR NONUSE a) If the Town shall fail, refuse or neglect to perform and aloide
by theterms of this Agreement, the Railroad, in addition to any other rights and remedies, may perform any work which in the judgment of the Rcrtlroad is necessary to place the highway
and appurtenances In such condition as will not menace, endanger or Interfere with the Railroad's facihties or operations orjeopardize the Railroad's employees; and the Town will reimburse
the Ratlroad lor the expenses thereof. b) Nonuse by the Town of the Crossing Area for public roadway purposes continuing at any time for a period of eighteen (18) months shall. at the
option 01 the Railroad, work a tennfnation of this Agreement and of all rights of the Town hereunder. c) The Town will surrender peaceable possession 01 the Orossing Area upon termination
of this Agreement. Termination of this Agreement shall not affect any rights. obligations or Jialoilities of the parties, accrued or otherwise, which may have arisen prior to termination,
SECTION 12-MODIFICATION -ENTIBEAGREEMENT No wcrtver, modification or amendment of this agreement shall be of any force or effect unless made In writing, signed bythe Town and the Railroad
and specifying with particularity the naiure and extent of such waiver, modification or amendment. Any waiver by the Railroad of any default by the Town shall not offect or impair any
right arising from any subsequent default. This Agreement and Exhibits attached hereto and made a part hereof constitute the entire understanding between the Town and the Railroad and
cancel and supersede any prior negotiations, understandings or agreements, whether written or oral, with respect to the work or any part thereof. SECTION 13 -ASSIGNMENT: SUCCESSORS AND
ASSIGNS This Agreement shall not be assigned without the written consent of the Railroad. Subject hereto. this Agreement shall be binding upon and Inure to the benefit 01 the parties
hereto and their successors and assigns. phx.exb Page 5 Exhibit B G:\lawadm\par\forms\0589n,exb 
PHClPHE INS 920624 Siandard Form Approved. AVP-Law EXHIBIT B-1 Public Rood Insurcmce Requirements The Town and/or its Contractor/Subcontractor shall, at its own and/or its Contractor's/Subcontractor'
s sole cost and expense, procure the following kinds of insurance and promptly poy when due all premiums for that insurance. The Ratlroad Protactive insurance described in Paragraph
D below only needs to be obtained and kept in force during the duration of construction or major reconstruction of the highway located on the Premises. The other insurance coverage described
in Paragraphs A. B and C below shall be kept in force by the Tovm during the life of this Agreement A General Public Liability insurance providing bodily injury, including death, petsonal
injury and praperty damage coverage with a combined single limit of at least $2,000,000 each occurrence or clatrn and a general aggregate limit of at least $4,000,000. This insurance
shall prcvide Broad Form Contractual Liability covering the indemnity provisions contained in this Agreement, Underground Hazard, Broad Form Property Damage, a waiver of governmentai
immunlty (ISO Form GL 24 14 or equivalent), severability of interests and name Railroad as an additional insured with respect to all liabilities ariSing out of Town's obUgaiion to Railroad
in the Agreement Il coverage is purchased on a 'c1alms made" basis it shall provide for at least a three (3) year extended reporting or discovery period, which shall be invoked should
insurance covering tbe time period of this Agreement be cancelled. B. Automobile Public Liability insurance providing bodily injury and property damage with a combined single limit of
ai least $2,000,000 each occurrence or claim This insurance shall provide contractual liability by endorsement ISO Form CA 0025 or equivalent covering all motor vehicles including hired
and non-owned, mobile equipment to the extent it may be excluded from general liability insurance, severability of interests and name RaJlrocrd as an additional insured with respect
to all liabilities arising out of Town's obligation to Railroad in the Agreement G Worker's Compensation insurance covering the statutory liability as determined by the compensation
laws of the staie(s) affected by this Agreement and Employers' Liability with a limit of at least $1,000,000. Also compliance with ali laws of staies which require participation in their
state workers' compensation fund. D. Railroad Protective Liability insurance naming Rallrood as insured with a combined single limit af $2,000,000 per occurrence with a $6,000,000 aggregate.
The policy form shall be AAR-AASHTO with broad form coverage for "Physical Damage to Property" (ISO Form GL 00 30) or as revised ISO-RIMA (Form OG 00 35) and include pellution arising
out of fuels and lubricants brought to the job site (ISO Form OG 2831 or equivalent). H the Uoyd's London policy form is used, limits shalJ be $3,000,000 per occurrence with a $9,000,000
aggregate and the Extended Clalms Made Date shall be determined by adding the length of the original policy period plus one year to the policy elCpiration dale. The Town and/or its Contractor(s)/Subc
ontractor(s) hereby waive their right of subrogation. as respects the above insurance polJcy(ies), against Railroad for payments made to or on behalf of employees of Town or its agents
or its Contractor(s)/Subcontractor(s) and for loss of their ovmed or leased property or property under their care, custody and control whlle on or near Railroad's right-of-way or other
real property. Town"s and/or its Contractor's/Subcontractor's insurance shall be primary with respect to any insurance carried by Railroad. Town and/or its Contractor(s)/Subcontractor(s)
shall furnjsh to Railroad certificate(s) of insurance evidencing the required coverage and endorsement(s) and upon request a certified dupUcaie original of any of those policies. The
insurance company(ies) issuing such pelley(!es) shall notify Railroad in writing of any material alteration including any change in the retroactive date in any "clatrns-made' peUcies
or substantial reduction of aggregate limits" If such limits apply, or cancellation thereof at least thirty (30) days prior thereto. The insurance policyCies) shall be written by a reputable
insurance company or companies acceptable to Railroad or with a current Best's Insurance Guide Haling of B and Class VII or belier. Such insurance company shall be authorized to transact
business In the state(s) affected by this Agreement pJu;exbLexb Pagel Exhibit B-1 
EXHIBIT C 
EXHIBIT C Contractor's Right ofEntry Agreement 
UNION PACIFIC RAILROAD COMPANY Real Estate Department R, O. Uhrich J. L Hawkins Assistant Vice President General Director -Real Estate Operalions J. A Anthony M. E. Heenan Director·
Cootracts Director -Rea! Eslale Operations D. D. Brown D. H. Lightwine Directo(· Real Estate Director -Real Estate M. W. Casey T. K. Lave 1800 Farnam Slreet General Dlfe(:!or· Special
Properties Dlrector -Real Estate Omaha, Nebraska 68102 J. P. Gade Fax: (402) 997·3001 Director -Facility Management December 17, 2001 Folder No. 1976-54 To the Contractor; Before Union
Pacific Railroad can pennit you to perform work on its property for the construction of two new at-grade public road crossings, it will be necessary to complete two originals ofthe enclosed
Right of Entry Agreement as follows: 1. Fill In the complete legal name of the contractor In the space provided on Page 1 of the Contractor's Right of Entry Agreement. Ifa corporation,
give the state of Incorporation. Ifa partnership, give the names of all partners. 2. Fill In the 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 Right of Entry Agreement. Ifthe contractor is a corporation, the person signing
on its behalf must be an elected corporate officer. 4. Retnrn all copies ofthe Contractor's Right ofEntry Agreement 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. Ifyou require formal billing, you may consider this
letter as a formal bill. In compliance with the Intemal Revenue Services' new policy regarding their Form 1099, I certifY that 13-6400825 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 Right of Entry Agreement 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 ofthe enclosed Contractor's Right ofEntry, you are required to procure Railroad Protective Liability Insurance (RPLI) for the duration oflhis project. As a service III you, Union
Pacific is making this coverage available to you. You are not required to purchase this coverage from the Railroad and are encouraged to shop the market for the best available rate.
Ifyou decide; however, that acquiring this coverage from the Railroad is ofbenefit to you, simply complete contact Ms. Nancy Savage at 402-271-2215. If you have any questions concerning
the agreement, please contact me at (402) 271-3620. Have a safe day! Sincerely, PAUL G. FARRELL MANAGER CONTRACTS 
ROE 920316 Folder No.: 􀀱􀀹􀀷􀀶􀁾􀀵􀀴􀀠Standard Form CONTRACTOR'S RIGHT OF ENTRY AGREEMENT TIllS AGREEMENT is made and entered into as ofthe day of ,200--, by and between UNION PACIFIC
RAILROAD COMPANY, a Delaware corporation to be addressed at 1416 Dodge Street, WPOOI, Omaha, Nebraska 68179 (hereinafter the "Railroad"), and a(n) ______________ (hereinafter the "Town's
Contractor"). RECITALS: By agreement dated , the Railroad granted the Town 01 Addison (hereinafter "Licensee") the right to constrnct two new at-grade public road crossings for Arapaho
Road on the property of the Railroad at Milepost 598.3, on the Dal-Nor Branch, at or near Addison, Dallas County, Texas. The Town's Contractor has been employed by the Licensee to construct
two new at-grade public road crossings for Arapaho Road (hereinafter referred to as the "work") and has requested the Railroad to permit it to perform the work on Railroad property,
to which the Railroad is agreeable, subject to the follOwing terms and couditions. AGREEMENT: AGREEMENT: IT IS MUTUALLY AGREED BY AND BETWEEN THE P ARTlES HERETO AS FOLLOWS, ARTICLE
1 -DEF1NITION OF CONTRACTOR For purposes of this agreement, all references in this agreement to the Town's Contractor shall include the Town's 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 Town's Contractor the right, during
the term hereinafter stated and upon and subject to each and all ofthe terms, provisions and conditions herein contained, to enter upon and have ingress to and egress from the portion
of the Railroad's property at Mile Post 598.3 on the Railroad's Dal-Nor Branch at or near Addison, TX, for the purpose ofconstructing two new at-grade public road crossings hereinabove
described. The right herein granted to Town's Contractor is limited to those portions of the Railroad's property specifically described herein, or designated by the Railroad representative
named in Article 4. ARTICLE 3 -TERMS AND CONDITIONS CONTAINED IN EXHIBITS B AND B-1 The terms and conditions contained in Exhibits B and B-1, hereto attached, are hereby made a part
of this agreement. ARTICLE 4 -ALL EXPENSES TO BE BORNE BY CONTRACTOR; RAILROAD REPRESENTATIVE The Town's Contractor shall bear any and all costs and expenses associated with any work
performed by the Town's Contractor, or any costs or expenses incurred by the Railroad relating to this agreement. All work performed by Town's Contractor on Railroad's property shall
be performed in a manner satisfactory to the respective local Superintendent ofTransportation Services of the Railroad or his authorized representative (hereinafter tbe Railroad Representative).
CROE Public Road Crossings Page lof3 December l7, 2QOl 
ROE 9203 16 Folder No.; 1976-54 Standard Form Approved, A VP-Law ARTICLE 5 -TERM; TERMINATION a). The grant of right herein made to Town's Contractor shall commence on , and continue
uotil , unless sooner terntinated as herein provided, or at such time as Town's Contractor has completed its work on Railroad's property, whichever is earlier. Town's Contractor agrees
to notify the Railroad Representative in writing when it has completed its work on Railroad property. h). This agreement may he terntinated hy either party on ten (10) days written notice
to the other party. ARTICLEo-CERTIFICATE OF INSURANCE a). Before commencing any work, the Town's Contractor will provide the Railroad with a Certificate issued hy its insurance carrier
providing the insurance coverage required pursuant to Exhihit B-1 of this agreement in a policy which contains the following type of endorsement: Union Pacific Railroad Company is named
as additional insured with respect to allli.hilities arising out ofInsured's, as Town's Contractor, performance ofany work on the property ofthe Railroad. b). Town's Contractor warrants
that this agreement has bcen thorougbly reviewed by its insurance agent(s)/broker(s) and that said agent(s)/broker(s) has heen instructed to procure insuranee cover.ge and an endorsement
as required herein. c). All insurance correspondence shall be directed to: Union Pacific Railroad Company Real Estate Department 1416 Dodge Street, WPOOI Omaha, Nebraska 68179-11 00
Folder No. 1976-54 ARTICLE7-PROTECTION OF FIBER OPTIC CABLE SYSTEMS Fiber optic cable systems may be buried on Railroad's property. Protection of the fiber optic cable systems is of
extreme importance since any break could disrupt service to users resulting in husiness interruption and loss of revenue and profits. Prior to beginniog any work, the Town's Contractor
shall telephone the Railroad at 1-800-336-9193 (a 24-hour number) to deterntine if fiher optic cable is buried anywhere on the property set forth herein. If it is, the Town's Contractor
shall also also comply with and he suhject to the provisions contained in Section 6 ofExhibit A. ARTICLE 8 -ENFORCEABiliTY; CHOICE OF LAW; CHOICE OF FORUM Litigation arising out of or
connected with this agreement may be instituted and maintained in the courts of the states ofNebraska and Texas, and the parties consent to jurisdiction over their person and over the
subject matter ofany such litigation, in those courts, and consent to service ofprocess issued hy such courta. ARTICLE9-ADMINISTRATIVE FEE Applicant shall pay to the Railroad FIVE HUNDRED
DOLLARS ($500.00) as reimbursement for clerical, administrative and handling expense in connection with the processing of this Agreement. ARTICLE 10 -SPECIAL PROVISIONS None. IN WIlNESS
WHEREOF, the parties hereto have executed this agreement in duplicate as the date first herein written. CROE Public Road Crossings Page 2 of3 December 11> 200t 
ROE 920316 Folder No.: 1976-54 Standard Form Approved, AVP-Law UNION PACIFIC RAILROAD COMPANY By______􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀀭􀀭􀀭􀀭􀀭􀀭MANAGER-CONTRACTS WITNESS: (Name of Contractor) CROE Public
Road Crossings Page 30f3 December 11, 2001 
NEW PUBUC ROAD CROSSlING CONSTRUCTiON PROJECT RAILROAD WORK TO BE PERFORMED: EXHIBIT "A" UNION PACHITC RAILROAD COMPANY 1. Flagging. DALLAS GARLAND & NORTHEASTERN RAILROAD Old Fort Worth
Braneh Mile Post 598.3 CPS: N 32° 57.436', W96°49.909' Addison let., Dallas Co., TX. Illustrative print showing location of proposed pubJic road crossing extension construction project
with the TOWN OF ADDISON, TEXAS. Folder No. 1976-54 Date: December 17, 200 I WARNING IN ALL OCCASIONS, UP. COMMUNICATIONS DEPARTMENT MUST BE CONTAcnw IN ADVANCE OF ANY WORK TO DETERMINE
EXISTENCE AND LOCATION OF FIBER OPTIC : I 
Contractor's ROE ExB 7130J!) I Form Approved. AVP-Law EXHIBITB TO CONTRACfOR'S RIGHT OFENTRY AGREEMENT Section l. NOTICE OF COMMENCEMENT OF WORK -FLAGGING. A. The Contractor agrees to
notify the Railroad Represenlaiive 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) leet of any track, or will be near enough to any track that any equipment extension (such
as, but not limited to, a crane boam) will reach to within twenty-five (25) feet of any Irack. 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 (lO)-day notice, the Railroad Representative will determine and inform the Contractor whether a flagman need be present
and whether the Contractor need implement any special protective or safety measures_ Hflagging or other special protective or safety measures are performed by the Railroad, such services
will be provided at Contractor's expense with the understanding that if the Railrcad provides any flagging or other services, the Contractor shall no! 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 prevafling hourly rate in effect for an eight hour day for the class of men used during regularly assigned hours and overtime in accordance with
Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge forvacation, holiday, health and wellare, supplementaf Sickness, Railroad Retirement and unemplcyment campensallon, supplemental pension, Employees Liability and Property Damage and Administration
will be included, computed on actual payroll. The composite charge will be the prevafling 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-hall times current hourly 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 subjeci to change. Hthe wage rate or additional charges are changed. the Contractor shall pay on the basis of the new rates and charges. G. Reimbursement 10 Ihe Railroad will
be required covering the full eight hour day during which any flagman is furrushed, unless he Can beassigned to other Railroad work during a a pcrtion 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 assigmnent to work on the project for which the Railroad is required to pay the flagman and which could not reasonably be avoided by the RaIlroad by assigmnent
of such flagman to other work, even Ihough the Contractor may not be working during such time. When it becomes necessary for the Railroad to bulletin and assign an employee 10 a flagging
position in compliance with uruon collective bargaining agreements. the Contractor must provide the Railrcad a mirumum of five (5) days notice prior 10 the cessation of the need for
a flagman. If live (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 agreemenl
to be given10 the empicyee, even though flagging 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 nollce has been given Rallroad. 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 rtght and power of the Raflroad to construct, maintain, repair,
renew, use, operate, change, modify or relocate railroad tracks. rcadways, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upcn, 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 tille 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 operailon of the railroad tracks and property of the Railroad, including
without limitation, the operations of the Railroad's lessees, licensees or others, unless specifically authorized in advance by the Railroad Representative. Nathing 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 H;\DATA'Fovorilas\PUhlk: Rood Crossing
Agreemcnts\1976-54 Page 1 Exhibil B Cil}' of Addison-TIC -Aropo:hoe Rd.doc 
Contractor's ROE ExB 7/30/01 Form Approved, AVP-Law machinery and materials shall be kept at least IiIty (50) feet from the centerline of the Railroad's nearest track. and there shall
be no lTehicular 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 bythe Coniractor causedby such railroad operations and work are expected by the Coniractor, and Contractor agrees that the Railroad shall have no liability to Contraclor,
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 ratlroad operations, The safe operation of the Ratlroad takes precedence over any work to he performed by the Contractor. Section 4. 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 enlorced agatnst any property of the Railroad for any such work performed. The Contractor shall indemnify and hold harmless the Railroad from and agatnst any
and all liens, claims, demands, costs or expenses of whatsoelTer nature in any way connecled with or growing oul of such work done, labor performed. or materials furnished, If the Contractor
fails to promptly cause any lien to be released of record, the Ratlroad may, at its election, discharge Ihe lien or datm of lien at Contractor's expense. Section S. PROTECTION OF FIBER
OPTIC CABLE SYSTEMS. A Fiber optic cable systems may be buried on the Railroad's property, Protection of Ihe 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 numherfor emergency calls) to determine if fiber optic cable is buried anywhere on ibeRailroad's
premises to be used bytheContractor. Hit is, Contractor will telephone the telecommunications company(ies) involved, make arrangements for a cable locaior 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 (il 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, couri costs and expenses) arising out of any act or omission of the Contractor, its contractor, agents andIor employees, that causes or contributes
to (J) any damage to or destruction of any telecommunications system on Railroad's Railroad's property, andIor (2) any injury to or death af any person employed by or on behan of any
telecommunications company, andlor its contractor, agenls andlor 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 oj service or other consequential dcnnage 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 WlTIl 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 lows, 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
perfonned 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 Ratiroad's safety standards listed in Exhibit D, hereto attached, 10 ensure uniformity with the safety standards followed by the Railroad's own forces.
As a pari of the Coniractor's safety responsibilities, the Contractor shall notify the Rallroad if the Contractor delermines that any of the Railroad's safety standards are contrary
to goad safety practices. The Contractor shall furnish copies of Exhibit D to each of its employees before they enler on the job site. B. Withoullimitation af the provisions of paragraphAabove,
the Contractor shall keep the Job site free from safety and heallh hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the
job. C, The Contractor shall have proper first aid supplies avaflable 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 anyU.s. Occupational Safety and Health Administration reportable injuries. The Contractor shall have a nondelegable duty to control its employees
while they are on ibe job site or any other property of the Railroad, and to becertain they do not use, be under the influence ot or have in their possession any alcoholic beverage,
drug or other substance that may inhibit the safe performance of any work. H:\DATA\f'OV<lli!Q!!\Puhlie R<Xld CrOllsing Agmerrllmls\L97S.S1 Pcrge2 Exhibit B City or Addison. TX· Aropoholt
Rddoc 
Contractor's ROE ExB 7/30101 form Approve<:L AVP-Law D. If and when requested by the Railroad, the Contractor shall deliver to the Railroad a copy of the Contractor's safety plan fo.
conducting the work (the "Safety Plan"), Railroad shall have the right but not the obligation. to require the Contractor to correct any deliciencies in the Safety Plan. The terms of
this agreement shall conlrol 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 shali indemnify, defend and hold hcrrmless 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 lhe Contractor, its officers, agents or employees, or (ill) any breach
of this agreement by the Contractor. B. The right to indemnity under this Sectian 8 shall accrue upon occurrence of the event giving rise to the Loss, and shali apply regardless of any
negligence or strict liability of any Indemnified Party, except where the Less is caused by the sole active negligence of an Indemnified Party as established by the final judgment of
a court of competent jurisdlction. The sole active negligence of any Indemnified Party shali not bar Ihe recovery of any other Indemnified Party. C. The Contractor expressly and specificaliy
assumes potential liability under this Section 8 for clatms 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 Ratlroad under this Section B. Contractor acknowledges that lhis waiver was mutualiy negotiated by the parUes hereto. D. No court or jury
findings in any employee's suil pursuant 10 any worker's compensation act or the Federal Employers' lJability Act agcrtnst a party to this agreement may he relied upon or used bylhe
Controctor 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 shali 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 statule or under common low. Section 9. RESTORATION OF PROPERTY. In the event the Railroad authorizes the Contractor to take down any fence of the Raliroad or in any manner
move or disturb any of the other property of the Ratlroad in oonnection with the work to be performed by Contractor, Ihen in that event the Contractor shali, as soon as possible and
at Contractor's sole expense, restore such fence and other property to the same condltion as the same were in before such fence was taken down or such other property was moved or disturbed.
The Contractor shall remove ali of Contractor's tools. equipment, rubbish and other materials from Raliroad's property promptly upon completion of the work, restoring Roflroad's property
to the same state and condition as when Contractor entered thereon. Section 10. WANFB. OF DEFAULT. Watver by the Railroad of any breach or default of any condltlon, covenant or agreement
herein contatned to be kepi, observed and performed by the Contractor shali in no way impcrtr the right of the Railroad to avali itself of any remedy for any subsequent breach or default.
Section J1. MODIF1CATION -ENTIRE AGREEMENT. No modlfication of this agreement shali be effective uniess mode in writing and signed by the Contractor and the Railroad. 'This agreemenl
and the exhibits attached hereto and made a part hereof constitute the enttre understanding between the Contractor and the Railroad and cancel and supersede any prior negotiations, understandings
or agreements. whether written or oral, wilh respect to Ihe work 10 be performed by the Contractor. Section 12. ASSIGNMENT -SUBCCNTflACTING. The Contractor shali not assign or subcontract
this agreement, or any interest therein, without the written consent of the Railroad. The Contractor shali be responsible for the acts and omissions of ali subcontractors, and shali
requtre ali subcontractors 10 maintain the insurance coverage required to be mainlained by the Contractor as provided in this agreement. and to indemnify the Contractor and the Ratlroad
to the same extent as the Railroad is indemnified by the Contractor under this agreement. H:\DAfA\fcrroril.es\Publlc Road Crossing Agroomenls\! 976·51 Page 3 ExhibitB Cily of Addison,
1'X -Arttpohoa Rd.doe 
Contractor's Right of Entry ExC 07/30101 Fonn Approved· A VP Law EXHIBITC TO CONTRACTOR'S RIGHT OF EN1RY AGREEMENT Union Pacific Railroad Company Insurance Provisions For Contractor's
Right of Entry Agreement Contractor shall, at its sole cost and expense, procure and maintain during the life of this Agreement the follOwing insurance coverage: A. Coromerciai Generai
Liability insurance. This insurance shail contain broad form contractual liability with a single limit of ai 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 nat 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) • Praducts 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 eilher payments made or obligations assumed under any Workers Compensation, disability
benefits, or unemplayment 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 nat
limited to trocks, bridges, trestles, roadbeds, terminals, underpasses or crossings), and explosion, collapse and underground hazard shati be removed. • Coverage for Contractor's (and
Railroad's) employees shall not be excluded • Watver of subrogation B. Il.u.siness Automobile Coverage 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 shati 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 materiais clean up (MCS-90) if required by law, C. Workers Compensation and Emplovers Liability 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 IfWorkers Compensation insurance will not cover the 􀁬􀁩􀁡􀁢􀁩􀁬􀁩􀁾􀁦􀀠of Contractor in states that require participation in staie workers'
compensation fund, Contractor shall comply with the laws of such states. If Contractor is sell-insured, evidence H;\DATA\ftl'llMles\Pub!!e Road Cro2sing Agroomfl:!'lls\1976·54 Page I
012 Ei<hibitC ClIy 01 Addison, TX· Arapahoe Rrl doc 
Contractors Right of Entry ExC 07/3O,\J I Fonn Approved -A VP Law of slate approval musl be provided along with evidence of excess workers compensation coverage. Coverage shall include
liability arising out of the U. S. Longshoremen's and Hcrrbor Workers' Act, the rones Act, and the Outer Continental Shelf Land Act, if applicable. The policy shall also contatn the
followlng endorsement which shall be indicated on the certificate 01 insurance: • Alternate Employer Endorsement D. Umbrella or Excess Policies In the event Contractor utilizes Umbrella
or excess policiel;. these policies shall "follow form" and offord no less coverage than the primary pollcy_ E. Railroad Protective Ilablllty 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 Ratlroad until the original policy 􀁩􀁾􀀠forwcrrded to the Railroad. Other Requirements F.
Punitive damage exclusion must be deleted, which deletion shail be indicated on the certificate of insurance. G. Contractor agrees to watve its right of recovery, and its insurers, through
policy endorsement. agree to watve their right of subrogation against Ratlroad. Contractor further watves its right of recovery, and its insurers also watve their right of subrogation
against Railroad for loss of its owned Or leased property or property under its care, custody and control. Contractors insurance shail be prlrnarywith respect to any insurance carried
by Railroad. All walvers of subrogalion shall be indicaled on the certificate of insurance. R All poncy(ies) required above (excluding Workers Compensation) shall provide severability
of interests and shall name Ratlroad as an additional insured. Severability of interest and naming Railroad as additional insured shall be indicated on the certificate of insurance.
J. Prior to commencing the Work, Contractor shall furnish to Rallroad original certificate(s) of insurance evidencing the required coverage, endorsements. and amendments. The certificate(s)
shail contatn a proviSion that obligates the insurance company(ies) issuing such policy(ies) to notify Ratlroad in writing of any cancellation or materiat alteration. Upon request from
Railroad. a certified duplicate original of any requtred policy shaU be furnished. r. Any insurance policy shall be written by a reputable insurance company acceptable to Railroad or
with a currenl Besl's Insurance Guide Rating of A-and Class VII or better, and authorized 10 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 Contractor's insurance agenl(s)!broker(s), who have been instructed by Contractor to procure the insurance coverage required by this
Agreement and acknowiedges that Contractor'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 llabillty of Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Rallroad
shall not be limited by the amount of the required insurance coverage. H:\DATA\Favoriles\Puhlic Fload Cros.lIing AgrCl'i'J'OOnl$\] 916-54 Page20fZ ExhibitC Cit)' 01 AddisO{!, 1X. Arapahoe
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􀁃􀁯􀁮􀁴􀁲􀁡􀁣􀁴􀁯􀁾􀁳􀀠Right 01 Enlry ExD 01/30/0I Form Approved· AVP Law EXHIBITD TO CONTRACl'OR'S RIGHT OF ENTRY AGREEMENT MINIMUM SAff:fYREQUIREMENTS 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. 1. 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 Specificatly, the Contractor's employees
must wear: (i) Watst-length shirts with sleeves. (ii) Trousers that CQIJ'er the entire leg. Hflare-legged Irousers are worn, the trouser bottoms must be tied to prevent catching. (ill)
Footwear that CQIJ'ers their ankles and has a defined heeL Employees working on bridges are requJred to wear safety-toed footwear that conforms to the American National Standards Institute
(ANSI) and FHA footwear requirements, R Employees shall not wear boots (other than work boots), sandals, canvas-type shoes, or ather shoes that have thin soles or heels that are higher
than normal. C. Employees must not wear loose or ragged clothing, neckties, finger lings, 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 Ratlroad rules, regulations, or recommended or requested by the Railroad Representative,
(I) Hard hat that meets the American National Standard (ANSI) Z89.1 -latest revision. Hard hats should be affixed with the contractor's or subcontractor's company logo or name. (i1)
Eye protection that meets American National Standard (ANS!) for occupational and educational eye and face protection, Z87.1 -latest revision. Additional eye protection must be provided
to meet specific job situations such as welding, grinding, etc. (iii) Hearing protection, which affords enough attenuation to give protection from noise levels tbat will be occurring
on the job site. Hearing protection, in the form of plugs or muffs, must be worn when employees are within: • 100 feet of a locomotive or roadway/work equipment • 15 feel of power operated
tools • 150 feet of jet blowers or pile drivers • 150 feel 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. JIl 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 Roadwoy Worker Protection
regulations, all employees must: it!.DA'I'A\FO"IOriles\Puhlic Rood Crt\lising AgreementS\1916·M Page t 0(2 ExhibilD Oly of Addison, rx· Aropohoc Rd..doc 
Contrac.ol's Righi oI Enlry &J) 07/30ftll Fom Approved -AVP Law (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 workwea:r opproved by the Rallroad Representative. (iii) Participate in a job briefing that will specify the type 01 On-Track Safety for
the type of work being performed. Contractors must take speciaf note of limits 01 track authority, which tracks may or may not be fouled, and clearing the track. The Contractors will
also receive speciaf instructions relating to the work zone around machines and minimum distances beiween machines whlle 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 erre properly trained and competent
in the safe operation of the equipment. In addition, operators must be: • Familiar and comply with Railroad's rules on lockout/tagout of equipment. • Trained in and comply with the opplicable
operating rules if operating any hy-rat! equipment on-track. • Trained in and comply with the opplicable air brake rules ifoperating any equipment !hat moves rall ccrrs or any other
rallbound equipment. B. All self-propelled equipment must be equipped with a first-aid kit, fire extinguisher, and audible back-up warning device. C. Uniess otherwise authorized by the
Ratlroad Representative, all equipment must be parked a miairnum of twentyfive (25) feet from any track. Before leaving any equipment unaitended, 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 clecrrances
to overhead powerlines. v. General Safety Requirements A The Contractor shall ensurethat all waste is properly disposed of in accordance with opplicable federal and stale regulations.
B. The Contractor shall ensure that all employees participate in and comply with a job briefing conducted by the Rallroad Representative, if opplicable. During this briefing, the Railroad
Representative will spscify safe work procedures, (including On-Track Safety) and the potential hazards althejob. If any employee has any questions or concerns about the work, the employee
must voice them during the job briefing. Additional job briefings will be conducted during the work as conditions, work procedures, or personnel change. C. All track work performed by
the Contractor meets the miairnum safety requirements established by the F ederaf Rallroad 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. (iil Do not step or walk on the top of the rall, frog, SWitches, guard ralls. or other track components. (iii) In possing around the ends of standing cars, engines, roadwoy
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 lengih (50
feet). (ivl Avoid walldng or standing on a track unless so authorized by the employee in charge. (v) Before stepping eNer 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 reguiations concerning
workplace safety. H."\DATA\Favoriltm\Publlr: Rood Crossing }\grooments\1976.54 Poge2012 Exhibit D QIy of Addison. TX· Ar('l'flQhoo Rd.doc