FOLDER NO. 1976-54 " " AGREEMENT BETWEEN CITY OF ADDISON AND DALLAS GARLAND & NORTHEASTERN RAILROAD . AND UNION PACIFIC RAILROAD COMPANY COVERING CONSTRUCTION OF ARAPAHOE ROAD GRADE
SEPARATION PUBLIC ROAD CROSSINGS AT ADDISON, DALLAS COUNTY, TEXAS "POLITICAL BODY COPY" 
PHe 880706 Folder No.: 1976-54 Form. Approved, A􀁖􀁐􀁾􀁌􀁡􀁷􀀠Agreement Number ________ NEW PUBLIC IDGHWAY CROSSING AGREEMENT ARAPAHOE 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 PACIFIC RAlLROAD COMPANY, a Delaware corporation to be addressed at 1800 Farnam Street,
Omaha, Nebraska 68102 (hereinafier the "UP") and DALLAS GARLAND & NORTHEASTERN RAlLROAD, a Tellas corporation (hereinafter the "Railroad"), and the CITY OF ADDISON, a municipal corporation
of the State ofTexas to be addressed at PO Box 9010, Addison, TX 750019010 (hereinafter the "Political Body"), WITNESSETH: RECITALS: The Political Body desires to undertake as itS project
the construction of two new at-grade public road crossings (hereinafter the "Project"). The PolitiCal Body desires the right to use for the Project that portion of the right-of-way of
the Railroad at 598.3 on the Dal-Nor Branch (hereinafter the "Crossing Area") shown and and described on the attached prints dated March 27, 2001, marked Exhibit A. AGREEMENT: NOW, THEREFORE,
it is mutually agreed by and between the parties hereto as follows: ARTICLE 1 -RAILROAD GRANTS RIGHT For and in consideration of the Political Body's agreement to perform and abide by
the terms of this Agreement, including Exhibit A, B, and B-l, attached hereto and hereby made a part hereof, the UP and the Railroad hereby grant to the Political Body, the right to
establish, construct, maintain, repair, renew, and use a public highway at grade over and across the Crossing Area, 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 -ADl\1INISTRATlVE FEE The Political Body shall pay to UP TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00) as reimbursement for clerical, administrative and
handling expense in connection with the processing of this Agreement. ARTICLE 3 -CERTIFICATE OF INSURANCE ---mm A. Ilefuf8 any werk 00 taB Premises begins, thB Political Iledy Eas GBfmed
mSeslioogEa) ofEldHbit 11 tG this Agreement) will provide the UP the Railroad with a Cenificate issued by its insurance carrier providing the insurance coverage required pursuant to
Exhibit B-1 of this Agreement in a policy containing the following endorsement: 1976·54 City of Addison, TX Arapahoe Page 1 July 20, 2001 Road 
PHC 880706 Polder No.: 1976-54 Form Approved, AVP-Law "Union Pacific Railroad Company and DaIlaJ; Garland & Northeastern Railroad are named as additional insured with respect to aliliabillties
arising out of Insured's performance of the work required for the Project." B. The Political Body WARRANTS that this agreement bas been thoroughly reviewed by its insurance agent(s)lbroker(s)
and that said agent(s)lbroker(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 Political Bndy may self-insure all or a ponion of the insurance coverage
required hereunder, subject to UP and the Railroad's review and approval. However, the Political Body's contractor/subcontractor (if any) shall obtain and provide evidence of insurance
coverage pursuant to Exhibit B-1 of this agreement. ARTICLE 4 IF WORK IS TO BE PERFORMED BY CONTRACTOR If a contractor is to perform any of the work on the Project (including initial
construction and subsequent relocation or substantial maintenance and repair work), then the Political Body sball require itS contractor to execute the UP's Contractor's Right of Entry
Agreement attached hereto as Exhibit C and hereby made a part hereof. Political Body acknowledges receipt of a copy of the Right of Entry Agreement and understanding of its terms, provisions,
and requirements, and will inform its contractor of the need to execute the Agreement. Under no circumstances will Political Body's contractor be allowed onto the Railroad's premises
without first executing the Contractor's Right of Entry Agreement. ARTICLE 5 -FEDERAL AID mGnwAY PROGRAM The Project is to be financed in whole or in part from funds appropriated by
the Federal government and expended under Federal regulations. It is therefore agreed, by and between the parties hereto, that Federal-Aid Highway Program Manual, Volume I, Chapter 4,
Section 3, and Volume 6, Chapter 6, Section 2, Subsection 1, issued by the Federal Highway Administration, and any amendments or supplements thereto which are in effect at the time of
the execution of each supplement hereto, are incorporated by reference into this Agreement. ARTICLE 6 -WORK TO BE PERFOfu'\1ED BY THE RAILROAD A. The Railroad may make any and all changes,
alterations or relocations, whether temporary or permanent, and may provide t1agging and other protective services and devices, which in theRailroad's judgment may be or become necessary
or expedient within the Railroad' s right-of-way because of the Project B. The Railroad shall, at the sale cost and expense of the Political Body, maintain, repair. and replace the warning
devices installed hereunder; PROVIDED, HOWEVER, that this provision shall not negate the Railroad's eligibility fur any funher federal, stale or local or other public funds that may
become available for the maintenance of said devices; and PROVIDED, FURTHER, that the cost of repair or replacement resulting from damage caused by non-parties that is not recoverable
by the Raihoad from the non-parties shall be borueentirely by the Political Body C. The Political Body agrees to pay the Dallas Garland & Northeastern Railroad for the work performed
and materials supplied by the Dallas Garland & Northeastern Railroad for the Project. 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 and effect until terminated as herein provided. 1976-54 City of Addison, TX
-Arapahoe Page 2 July 20, 2001 Road 
PHC 880706 Folder No_: 1976-54 FonnApproved, AVP-Law IN WITNESS WHEREOF, the parties have caused this Agreement to be executed intriplicate as of the date first herein written. UNION
PACIFIC RAILROAD COMPANY By____􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀀭􀀭􀀭􀀭􀀭Asst. Vice Pre.sident-Real Estate DALLAS GARLAND & NORTHEASTERN RAILROAD By ___________________________ Tide:______________ ATTEST:
CITY OF ADDISON Resolution No.: -:--:---:-::--:--:---: ______ Pursuant to Resolution/Order dated: (Seal) :--____-:---;:--_____________' 200_ hereto attached. 1976-54 City of Addison,
TX -Arapahoe Page> July 20, 2001 RQad 
EXHIBIT A Location & Detail Prints 
--------PLANS FOR THE CONSTRUCTION OF PAVING, STORMWATER, WATE.R, WASTEWATER, SIGNALIZATION AND STREETSCAPE IMPROVEMENTS FOR ARApAHO ROAD FROM MARS LANE TO ADDISON ROAD SHEET NO, INDEX
CW' SHEETS 􀁒􀁉􀁇􀁈􀁔􀁾􀁡􀁲􀀠WAY w.ps PAVING leAL SECTICtfS PAVING ms AND PRCFILES CFi:OSS TlCtiS DRAINAGE: MEA MAPS COVER 􀁾􀁅􀁔􀀠, 􀁾􀀠§., ! 0, 􀁽􀁾􀁉􀀵􀁄􀁪􀁳􀁏􀁎􀀠 « z 􀀮􀁾􀀠w WIL
0 x> uw WILEY 'PUST>« " 􀁾􀀠« 􀁾􀀠􀁾􀀠> w 􀁾􀀠0 STl • S • WEST " BEL T LlNE:w 􀁾􀀠11 w '" 􀁾􀀠""""" '!OWN OF ADDISON D'£l'AmG:Nt 011' iWrJC wma:s :t.o.lWX 1« JIlX'.lJ3IOH. 'IEI'AS 1$001
-""""""" ...,.,"""'" IINTB O'J»OJIlt.TWtf 1':14. IM1US PAllkWAY, stl1I'E VI) DJ.LLI\.S..1lXi\S 1U«l 􀁴􀁭􀀩􀁾􀁄􀁬􀀭􀀤􀁮􀀶􀀠bANlEL p, eEQ(ER, PA 􀁾􀁏􀀮􀁬􀁡􀁾􀁮􀀠FOR IIiTERIU REVIEW ONtY
--'""-HNn COI!Pi"tI!!U 1 ON 􀀱􀁟􀀮􀁾􀀢􀀬􀀼􀁟􀁾􀁾..tWIT_. 􀁾􀀢tl *"!,!J.􀁾􀀡􀁪􀀬􀁜􀁉􀁬􀁮􀀣􀀮􀀠􀀭􀀭􀀭􀁾􀀠􀁜􀀻􀁲􀀭􀀭􀁸􀁭􀁾􀀧􀁩􀀺􀀻􀁴􀁾􀁾􀁾􀁾􀀠􀀱􀀽􀀱􀁾••􀀽􀁊􀁾􀀭􀀽􀀭I 
EXHIBIT "B" 􀁾􀁛􀁑􀀩􀁗􀂣􀁉􀁒􀀡􀁛􀁑􀀩􀀠􀂩􀁀􀁀􀁾􀀠􀂮􀁉􀁉􀀡􀁬􀁉􀁒􀀡􀁗􀁾􀁗􀀠CURVE DELTA RADIUS LENGlH a!ORDf CURVE TABI.£ £c:'illi!@. Cl 16"34'32" 890.00' 257.48' . N 74"39'20" E -256.58'
LOT 3 HERITAGE INN NUMBER C2 09'17"38" 714.00' 115.82' S 36"26'21" W 115.69' BLOCK'1 -XIII, C3 10'56'02" 810.00' 154.57" S 71"50'05" W 154.M' ADDISON CAR CAREUMITED PARTNERSHIP 􀁾􀁎􀁅􀀠8,
1987 CAllED 4.1525 ACRES ._ _ VOL 871", PG. 0286_ ::::-JANUARY 24, 1997 DAl.U.S AREA RAPID TRANSIT O.R.D.C.T. :==== D.R.D.C.Tr---ESTAURA/U£.AR.K . • 􀀮􀁻􀁴􀁾􀁑􀀮􀁷􀀮􀀾􀀭._ 􀁓􀁅􀁾􀁔􀁅􀁍􀀸􀁅􀁒􀁟􀁉􀁬􀀬�
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. PRDPERn ACQUISmON CORPDRAUON METRO BRIO( 􀁃􀁏􀁍􀁐􀁁􀁎􀁙􀀧􀁊􀁎􀁃􀀬􀁾􀀠• -=-.􀀭􀀭􀀧􀁾􀀶PG 􀀽􀁾􀁉􀀢􀀢􀁯􀂷􀂷􀀢􀀧􀀺􀁾􀀳􀀠a ---. .' _.c.--c.-...􀁾􀁎􀀧􀀧􀀧􀀧􀀢􀁏􀁾􀀠1'36" W 88_,< ,. 􀀭􀁔􀁾􀀭􀀢􀀠􀀢􀀢􀀢􀀧􀀭
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-" /. c,'lo111.75 -"" fif'l_ U 0 􀀮􀀭􀀮􀁌􀁾􀀱􀀮􀀵􀀮􀀵􀀹􀂷􀀧􀀠. ,,, " "".f.J:oa -7·.... ' 21.32 􀀧􀁾􀁾􀀮􀀮􀀮􀀠S 66'22'04-W -566.03" /,/C3' ,.r 􀁾...􀁾􀀬􀁴􀁜􀂷􀀠......) 􀁾􀀠//... , " CALLED
4 1/2 Ac. ///. 0 0 "'" Jl!/1it . 􀀺􀀺􀀺􀁾􀁾􀀬􀀠;' .,' .:'.. ST. LOUIS SOUlHWESTERN . . /􀁻􀀡􀀧􀁾􀀮􀀠. 􀀧􀁏􀀯􀀮􀁾􀀧􀀮􀀠41£'f'llHo 􀁾􀀢􀀠'., ." "" RR co. Of' TEXAS _" 􀁾􀀮􀀧􀀠,/. 􀀮􀁾􀁾􀀮􀀠.(6'0'
RO.AA ' '" 􀁾􀀧􀀮􀀠"--:::-. (c.v". 30.01 ARAPAlfC RCAD . {VARIABLE R.O.W.J AUGUST 5, 1956 VOl.. 4942, PO. 629 D.R.D.C.T. ...• " FEBUARY FEBUARY 10, 1902 􀀧􀀧􀀧􀀬􀀧􀀧􀀧􀀧􀁱􀁾􀀧􀀠,. '..
'It 􀁾􀁯􀀮􀀠"U ; cALLII:D 68/100 OF AN ACRE 􀁾􀀠 " ••..'," VOL 279, PG. #9 􀁾􀁾􀁽􀀬􀀮􀁾􀁾􀀦􀀮􀀬􀀠.', /-,j-,.j 􀁲􀀻􀀸􀀷􀀱􀁾􀀬􀀸􀀬􀀠l%t ;?' /ST. UIluIS SOUlHWESTERN RR '\..'" '. 􀁾􀀠D.R.D.c.T.
􀀧􀁩􀁲􀁾􀁾􀀢􀀠...... 􀁾􀀠i... 'i ....,.,; D·I/.D' PIJ. 0 '.co. OF TEXAS 􀀬􀁾􀀠 . 􀁾􀀠􀁱􀀮􀁤􀁾􀀧􀀬􀀬􀂷􀀠7 -........... .." 􀀮􀁾􀀺􀁲􀀮􀀠/!206'.....IANUARY 24, 191 D LOT 1 '01.. 470, PG.
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2, 1969 AUGUST 5 1958 􀁾􀀠\\ /.,..... 􀀨􀀡􀁾􀁾􀁾􀀠'1:f 􀁾􀁎􀁅􀀠8. 1987 AUGUST 7, 1996 VOl.. 90012, PO. 3386 VOL 4942, PG. 629 \ ! 'l J!....VOL 87111, PG. 0286 VOl.. 96156, PG. 04963
D.R.D.C.T. D.R.D.C.T. .Ii "-,..􀁾􀀠D.R.D.C.T. D.R.D.C.T. . • PARCEL 3 A PLAT .oF A NOTES: 1.8273 ACRE (79,598 SQ. FT.) lRACT .oF LANDALL EASEMENts SHOWN 􀁁􀁒􀁾􀁔􀁁􀁋􀁅􀁎􀀠FROM lHE PLAts
INDICATED ....􀁾􀀮􀀡􀀿􀁌􀀠1'", IN lHE EDWARD CCCK SURVEYHEREON. lHE SURVEYOR 01 NOT ABSTRACT lHE SUBJECT 't' •.''1 ST€:•••􀁾􀀫􀀠 PROPERTY SO AlL EASE MEN MAY NOT BE SHOWN. "-...􀀬􀀬􀀬􀀢􀀧􀁾􀀧􀁩􀀧􀀼􀀧
􀀺􀀢􀀧􀀧􀀧􀁩􀀧􀀠ABSlRACT NC. 326 co •• 􀁾􀀠􀁾􀀠Oo."cP TCWN OF ADDIS .oN ALL BEARINGS ARE REFEREiD TO lHE NDRlH RIGHT OF WAY ..􀁾􀁙􀁩􀁩􀁂􀁒􀀺􀁓􀁁􀁎􀁩􀁪􀁈􀁴.. J}: DAUAS CCUNTY, TEXAS UNE
OF CENTURION WAY, CDS 89'51'55" E, ACCORDING TO • DENOTES A FOUND POINT AS INDICATED 􀁾􀀢􀀬􀀺􀀧􀀻􀀻􀀢􀀢􀀢􀀢􀀧􀀧􀀧􀀧􀀧􀀧􀀧􀀧􀀺􀀧􀀧􀁾􀁦1HE FINAL PLAT OF LOT 3, S RVEYOR ADDIllON, RECORDED
IN • DENOTES A 5/6" IRON ROO SET UNLESS (,.·.:!,o}910􀁯􀁾􀀧􀀡􀀧􀀧􀁯􀁑􀀺􀀭100 a 50 100 200 VOL 77173. PAGE 135. D.R.D c.T. OlHERWISE NOTED 1-•••.!\SS !....'" ---PROPOSED RIGHT Of' WAY
UNE J __ 􀁾􀀢􀁡􀀧􀁬􀁪􀀿􀀺􀀴􀀠--_..... A LEGAL DESCRIPnON OF 􀁅􀁾􀁎􀀠SURVEY DATE HEREWllH ACCOMPANIES lHlS PLAT. GRAPHIC SCALE􀁾􀀮􀁩􀁉􀀵􀀭􀀭􀁾􀁡􀁩􀁾􀁾􀁾􀀢􀀢􀀢11-7fl.-'7i I INCH = 100
FT. 
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EXHIBITB Terms and Conditions 
PHC 1180301 Standard ForrnApproved. AVP·Law EXHIBIT B Public Highway Crossing SECI'lON 1-CONDITIONS AND COVENANTS a) The Railroad makes no covenant or warranty of title for quiet possession
or against encumbrances. The Political Body shall not use or permit use of the Crossing Area lor any purposes other than those described in this Agreement. Without limlting the foregoing,
the Political Body shall not use or permit use of 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 Political Body for the purpose of conveying electric power or communications incidental to the Political Body's use of the property for highway purposes shall
be constructed in accordance with specifications and requirements of the Rallroad, and in such monner as not adversely to offect communication or signal lines of the Railroad or its
licensees now or hereafter located upon said property. No nonparty shall be adroflted by the Politicai Body to use or occupy any pa:rt of the Railroad's property without the Railroad's
written consent. Nothing herein shall obligaie the Railroad to give such consent. b) The Railroad reserves the right to cross the Crossing Area with such railroad tracks as may be required
for its convenience or purposes in such monner as not unreasonably to interfere with its use as a public highway. In the event the Railroad shall place tracks upon the Crossing Area,
the Political Body shall, at its sole cost and expense, modify the highway to coniorm with the rail line. cJ The right hereby granted is subject to any existing encumbrances and rights
(whether public or private), recorded or not, and also to any renewals thereof. The Political Body shall not damage, destroy or interfere with the property or rights of nonparties in,
upon or relating to the railroad property, unless the Political Body at its own expense setiles with and obtains releases from such nonpa:rties. d) The Railroad reserves the righi to
use and to grant to others the righi to use the Crossing Area for any purpose not inconslsteni with the right hereby granted, including, but not by way allimltation, the righi to construct,
reconstruct, maintain, operate, repair, alter, renew and replace tracks, facUlties and appurienances on the property; also the right to cross the Crossing Area with all kinds 01 equipment.
The Railroad furiher reserves the right to atiach signal, communication or power lines to anyhighway facilities located upon the property, provided that such atiachments shall comply
with Political Body's specificallons and wUi not interfere with the use of the Crossing Area. el So far as itlcrwfuliy may do so, the Political Body wUi assume, bear and pay all taxes
and assessments of whatsoever naiure or kind (whether general, local or special) levied Or assessed upon or against the Crossing Area, excepting taxes levied upon and against the property
as a component pa:rt 01 the Railroad's operating property. f) If any property or rights other than the righi hereby granted are necessary for the construction, maintenance and use of
the highway and its appurtenances, or lor the performance of any work in connection with the Project, the Political Body wUi acquire all such other property and rights at its own expense
and without expense to the Railroad. SECTION 2 CONSTRUCTION OFHIGHWAY a) The Political Body, ai its own expense, wUi 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. bl Except as may be otherwise xpeclflcally
provided herein, the Political Body, at its own expense, wUi furnish all necessary labor, material and equipment, and shall construct and complete the highway and all appurienances thereof.
The appurienances shall include, without limitation, all necessary and proper highway warning devices (except those installed by the Railroad within its right-of-way), and all necessary
necessary and proper drainage facUlties, guard rails or barriers, and right of way fences between thehighway and the railroad tracks. Upon completion of the Project, the Political Body
shall remove from the Railroad's property all temporary .t",slurss "".. false '-[k; 000 v,illle"''e!fie G",ssifig ilxea in a condition SatiSfontOlY to the Raihoad. c) The Railroad wUi
receive no ascertainable benefit from the construction of the Project, and, except as may be specifically provided herein, shall not be required 10 pay or contribute any pa:rt of the
cost thereof. If the Project is 10 be financed in whole or in part by Federai funds, all construction work by the Political Body shall be performed, and any reimbursement to the Railroad
for work it performs shall be made, in accordance with the applicable Federal acts, regulations, and this Agreement. pbx.ex. Page 1 Exhi.itB G:\lawadm\par\forms\0589n.exb 
PHC880301 Standard Form Approved, A􀁖􀁐􀁾􀁌􀁡􀁷􀀠d) , 'ill construction work of the Politicol Body upon the Railroad's properly (including, but not limited to, construction of the highway
and 011 appurtenances and 011 related and incidentol work) sholl be performed and completed in a manner satisfactory to the Vice President-Engineering Services of the Railroad or his
authorized representative and in accordance with detatled plans and specifications prepared by and at the expense of the Political Body, and approved in writing by the Ratlroad's Vlce
PresidentEngineering Services. I I 􀀧􀀷􀀬􀀭􀁜􀁜􀁹􀀠e) All constructio rk of the Political Body sholl be performed diligently and completed within a reasonable time, and in any event
within three ears from the effective date of this Agreement, or within such further period of time as may be specilied in 􀁾writing by the Railr ad's Vice President-Engineering Services.
No part of the Project sholl be suspended, dlscontinued or unduly delayed without the Ratlroad's written consent, and subject to such reasonable conditions as the Railroad may specify.
It is understood that the RoIJroad's tracks at and in the vicinity of the work will be in constant or frequent use during progress of the work and that movement or stoppoge of trains,
engines or cars may cause delays in the work of the Political Body. The Political Body hereby assumes the risk: of any such delays and agrees that no clatms for damage on account of
any delay sholl be made against tbe Railroad. f) If the Project includes construction of a structure over which tratns are to be operated, or for which the Railroad has any responsibility
for matntenance, the Political Body sholl furnish the Railroad permanent reproducible prints of 011 design and shop drawings as soon as possible after approval by the Vlce President-Engineering
Services of the Railroad or his authorized representative. Upon completion of construction, the Politicol Body sholl furnish Ihe Railroad two sets of "as constructed" prints and, in
addition, upon request of the Vlce President-Engineering Se.rvices of the Railroad, "as constructed" pennanent reproducible prints of all or any portion of the structure. SECITON3-INJURY
AND DAMAGE TO PROPERTY If the Politicol Body, in the performance of any work contemplated by this Agreement or by the failure to do or perform anything for which the Politicol Body is
responsible under the proviSions of this Agreement, sholl injure, damage or destroy any property of the Railroad or of any other person lawiully occupying or using the properly of the
Ratlroad, such properly shall be replaced or repaired by the Political Body at the Political Body's own expense, or by the Railroad at the expense of the Political Body, and to the satisfaction
of the Ratlroad's Vice President-Engineering Services. SECITON4-PAYMENT FOR WORK BY THE RAILRQAD COMPANY a) Bills for work and materials sholl be paid by the Political Body promptly
upon receipt thereof. The Railroad will submit to the Political Body 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 hundred and twenty (120) days after completion of the Project, provided the Political Body advises the
Railroad of the commencement al the 120-day period by giving the Railroad written notification of completion of the Project. b) The Railroad may contract for the performance of any of
its work by other than ratiroad forces. The Railroad shall notify the Political Body of the contract price within ninety (90) days alter it is awarded. Unless the Railroad's work is
to be performed on a fixed price basis, the Political Body shall reimburse the Railroad for the amount of the contract. SECITON5-MAINTENANCE a) If the Project involves a grade crossing:
1) The Political Body shall, ai its own sole expense, maintain, repair, and renew, or cause to be maintained, repaired and renewed, the entire Crossing Area, except the portions between
the track tie ends, which sholl be maintained by and at the expense of the Railroad. 2) If, in the future, the Political Body elects to have the surfacing maierial between the track
tie ends, or between tracks if there is more than one railroad track across the Crassing Area, replaced with paving or some surfaCing material other than timber planking, the Railroad,
at the Political Body's expense, shall instoll such replacement surfacing, and in the future, to the extent repair or rep1acem..ent of the 8urlqcing is necessitated by repair or rehabilitation
of the Railroads tracks tbrmlgD the Crossing Area, the Political Body sholl bear the expense of such repairs or replacement. b) If the Project involves a public highway crossing under
the Railroads tracks: 1) The Political Body shall, at its own sole expense, maintain, repair, and renew, or cause to be maintained, repaired and phx.exb Page 2 ExhibitB O:Uawadm\par\forms\U589n.exb

PHC 8803Q[ Standard Form Approved. A􀁖􀁐􀁾􀁌􀁡􀁷􀀠'eneWBd, the entire substructure of the highway·railroad grade separation structure. 2) The Railroad shall, at its own sole expense,
maintain and repatr, or cause to be matntained and repaired, the entire superstructure of the higlr«ay·railroad grade separation structure. c) II the Project involves a public highway
crossing over the Railroad's tracks, the Political Body shalL at its own sole expense, maintain, repair, and renew, or cause to be maintained, repatred, and renewed, the entire highway·railroad
grade separation structure. SECITON6· CHANGES IN GRADE II at arry time the Railroad shall elect, or be required by competent authority to, ratse or lower the grade of all or arry portion
of the track or tracks located on the Crossing Area. the Pclitical Body shall, at its own expense, conlorm the public highway in the Crossing Area to conform with the change of grode
of the trackage. SECTION 7· REARRANGEMENT OfWARNING DEVICES If the change or rearrangement of any warning device installed herelUlder is necessitated for public or Railroad conveatence
or on account of trnprovements for either railroad, highway or both, the parties will apportion the expense incidental thereto between themselves by negotiation, agreement or by the
order of a competent authority before the change or rearrangement is undertaken. SECTIONS· SAFETY MEASURES: PROTECTION OfRAILROAD COMPANY OPERATIONS It is understood and recognized that
salety and continuity of the Railroad's operailons and communications are of the utmost trnportance; and in order that the same may be adequately saleguarded protected and assured, and
in order that accidents may be prevented and avoided, it is agreed with respect to all of satd work of the Political Body that the work will be performedin a safe manner andin conlonnity
with the following standards: a) Definitions. All references in this Agreement to the Political Body shall include the Political Body's contractors, subcontractors, officers, agents
and employees, and others acting under its or thetr authority; and all references in this Agreement to work of the Political Body shall include work both within and outside of ratlroad
property. b) Compliance WIth Laws. The Political Body shall comply with all applicable federal, state and local laws, regulations and enactments offecting the work. The Polilical Body
shall use only such methods as are consistent with sofety, both as concerns the Political Body, the Political Body's agents and employees, the officers, agents, employees and property
of the Railroad and the public in general. The Political Body (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational sofety
and health acts and regulations. All Federal Ratlroad Administration regulations shall be foliowed when work is performed on the Railroad's premises. If anyfailure by the Political Body
to comply with any such laW's, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, trnposed or charged against the Railroad, the Political
Body shall reimburse and indemniiythe Ratlroad for arry such line, penalty, cost, or charge, including without limitation attorney's fees, court costs and expenses. The Political Body further agrees in the event of arry
such action, upon notice thereof being provided by the Railroad, to defend such action free ofcost, charge, or expense to the Ratlroad, c) No Interference or Delays. The Political Body
shall not do, suffer or perrnlt 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, installations or any appurtenances thereof, or the operations of others lawfully occupying or using the Ratlroad's property or facilities. d) Supervjsion.
The Political Body, at its own expense, shall adequately police and supervise all work to be performed by the Political Body, and shall not inflict injuryto persons or damage to property
for the sofety of whom or of which the Railroad may be responsible, or to property of the Railroad. The responsibility of the Political Body for sofe conduct and adequaie poliCing and
supervision of the Project shall not be lessened or otherwise offected by the Railroad's approval of plans and specificaticns, or by the Railroad's collaboration in perform,once of anywQrk
or by the presence at the..work sUe of the BcdJroadls representatives or bycompliance by the Political Body with any requests or recommendations made by such representaiives. If a representative
of the Railroad is assigned to the Project. the Political Body will give due consideration to suggestions and recommendations made by such representative for the salety and protection
01 the Railroad's property and operations. e) Suspension of Work, If at any time the Political Body's engineers or the Vice President·Engineering Services of the Railroad pb,x.exb PageJ
ExhibitB G:\lawadm\par\fonns\05&9n.cxb 
PRe 880301 Standard Form Approved, AVP-Law or L:eir respective representatives shall be of the opinion that any work of the Political Body is being or is about to be done or prosecuted
without due regard and precaution for salely and security, the Political Body shall immediately suspend the work Wltil suitable, adequate and proper protective measures are adopted and
provided. l) Removal 01 Debris. The Politicat Body shedl not cause, suffer or permit materied or debris to be deposited or cast upon, or to slide or fall upon any property or faciUUes
ed the Railroad; and any such materied and debris shall be promptly removed from the Railroad's property by the Political Body at the Politiced Body's own expense or by the Railroad
at the expense of the Political Body. The Political Body shall not cause, suffer or permit any snow to be plowed Or cast upon the Railroads property during snow removed from the Crossing
Area. g) &lmlqsives. The Politiced Body shall not discharge any explosives on or in the vicinity of of the Rallroads property without the prior consent of the Railroad's Vice President-Engineering
Services, which shall not be given if, in the sale discretion of the Railroad's Vice PreSident-Engineering Services, such discharge would be dangerous or would interfere with the Railroad's
property or facilities. For the purposes hereof. the "vicinity of the Railroads property' shall be deemed to be any place on the Railroads property or in such close proximity to the
Railroads property thai the discharge 01 explosives could cause injury to the Railroad's employees or aiher persons, or cause damage to or interference with the facilities or operations
on the Railroads property. The Rollroad reserves the right to impose such conditions, restrictions or limitations on the transportation, handling, storage, security and use of explosives
as the Railroad, in the Railroad's sole discretion, moy deem to be necessary, desirable or appropriate. In addition to any conditions, restrictions or limitations as moy be specifically
imposed: l) Unless the Railroad's Vice President -Engineering Services agrees otherwise, the Political Body shall provide no less than 48 hours' notice, excluding weekends and holidoys,
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 Political Bcdy, at its own expense, shall take all precautionary measures and construct all temparary shelters necessary to guard against danger
of damage, destruction or interference arising out 01 or cO!lnected with any blasting or any transportation, handling, storage, security or use of explosives. 4) The Politiced Body shall
require explosives to be transported handled stored or otherwise secured and used in a manner satisfactory to the Railroad and in accordance with local, state and Federal laws, rules
and regulations, including, without limitation, United States Department of Labor, Bureau of Labor Standards, Safety and Health Regulations for Construction, 29 CPR Part 1518, Subpart
U -"Blasting and the Use of Explosives"; and Occupaiional Safety and Health Administration Occupational Solety and Heedth Standards, 29 CPR Part 1910, Subpart H --'Hazardous Materials".
h) Obstructions to View. Except as otherwise specificaily provided herein, the Political Body shall not cause or permit the view along the tracks of the Railroad to be obstructed, nor
place any combustible materied on the premises, nor erect any structures thereon. Hpublic law or regulation requires control or removed 01 weeds or vegetaiion on each side of the Crossing
Area, the Political Bcdy will perform such control or removal work wiiliout expense to the Railroad or, il the Political Body may not lawiully perform the control or removed work, reimburse
the Railroad for the cost of perfomting such control or removal. Hthe crossing is not equipped with automatic train activated warning devices with gaie arms: 1) The Politiced Body shall
control or remove weeds andvegetation within and on each side of the Crossing Area so that the view of approaching motorists to approaching trains is not obstructed by weeds or vegetation;
and 2) Insofar as it may lawfully may do so, the Political Body will not permit non-parties to construct sight obstructing buildings or other permanent structures on property adjacent
to the rlght-ol-way. I) Excavation. The Political Body shall not excavate from eJdsting slopes nor construct new slopes which are excessive and may create hazards of slides or fnlllng
rock, or impair or endanger the clearance between existing or new slopes and the tracks of the Railroad. The Politicnl Body shall not do or cause to be done arry work which will or may
disturb the stability 01 any area or adversely affect the Rollroads tracks or facilities. The Political Bcdy, at its own expense, shall install and maintain adequaie shoring mo:nQcdbbing
for au excrnration and/or trenching performed by tbe Polltlca1 Body jn connection with consto]ction maintenance or other work. The shoring and cribbing shall be consiructed and maintained
with materials and in a manner approved by the Railroad's Vice President-Engineering Services to withstand all stresses likely to be encountered, including any stresses resulting from
vibrations caused by the Railroad's operations in the vicinity. j) Drginaae' The Political Body, ai the Political Body's own expense, shall provide and maintain suitable facilities for
draining phx.exb Page 4 Exllibit B G:\1Qwadm\par\forms\0589n.exb 
PHC880301 Standard Form Approved, AVP-Law , the, ighway and its appurtenances, and shall not suffer or permit drainage water therefrom to Jlow or collect upon property of the Railroad.
The Political Body, at the Political Body's own expense, shall provide adequate passageway for the waters of any streams, bodies of water and drainage facilities (either natural or artificial,
and including water from the Railroad's culvert and drainage facilities), so that said waters may not, because of any facilities or work of the Politicai Body, be impeded, obstructed.
diverted or caused to back up, overllow or damage the property of the Railroad or any part thereof, or property of others. The Political Body shall not obstruct or interfere with existing
ditches or drainage facilities. k) Notice. Before commencing any work, the Political Body shall provide 48 hours prior notice (excluding weekends and holidays) to the Railroad's Manager-Track
Maintenance. 1) Fiber Optic Cables. 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
􀁢􀁲􀁥􀁡􀀮􀁾􀀠could disrupt service to users resulting in business interruption and loss of revenue and profits. Political Body shall telephone the Ratlroad at 1-800-336-9193 (a 24-hour
numbed to determine if fiber optic cable is burted anywhere on the Railroad's premises to be used by the Political Body. If it is, Political Body will telephone the telecommunicotions
company(ies) involved. arrange for a cable locator, and make arrangements for relocation or ather protection of the fiber optic cable prior to beginning any work on the Railroad's premises.
SECI'lON9-INTERIM WARNING DEVICES If at anytime it is determined by a competent authority, by the Political Body, or by agreement between the parties, that new or improved tratn activated
warning devices should be installed at the Crossing Area, the Political Body shall install adequate temporarywaming 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 -OTHER RAILROADS All protective and indemnifying provisions of this Agreement shall inure
to the benefit of the Ratlroad and any other railroad company lawfully using the Railroad's property or facilities. SECI'lON 11 -REMEDIES FOR BREACH OR NONUSE a) If the Political Body
shall fait refuse or neglect to perform and ablde by the terms of this Agreement, the Railroad, in addition to any other rights and remedies, may perform any work which in the judgment
01 the Railroad is necessary to place the highway and appurtenances in such condition as will not menace, endanger or interfere with the Railroad's facllilies or operations or jeopardize
the Railroad's employees; and the Political Body will reimburse the Railroad for the expenses thereof. b) Nonuse by the Political Body of the Crossing Area for public roadway purposes
continuing at any time for a period of elghteen (18) months shall, at the option of the Railroad, work a termination 01 this Agreement and of all rights of the Political Body hereunder.
c) The Political Body will surrender peaceable possession of the Crossing Area upon termination of this Agreement. Termination of this Agreement shall not aifect any rights, obligations
or liabilities 01 the parties, accrued or otherwise, which may have arisen prior to termination. SECI'lON 12 -MODIFICATION -EN11RE AGREEMENT No waiver, modiftcation or amendment oIlhis
agreement shall be of any force or effect unless made in writing, signed by the Political Body and the Railroad and specifying with porticulorl!y the nature and eldent of such waiver,
modification or amendment. Any waiver by the Railroad of any default by the Political Body shall not aifect or impair any right arising from any subsequent delault. This Agreement and
Exhibits aitached hereto and made a port hereof constitute the entire understanding between the Political Body and the Railroad and cancel and supersede any prior negotiations, understandings
or agreements, whether wrillen or oral, with respect to the work or any part thereof. SECI'lON 13 -ASSIGNMENT; SUCCESSQRS AND ASSIGNS This Agreement shall not be assigned without the
written consent of the Railroad. Subject hereto, thts Agreement shall be binding upon and inure to the benelit of the porties hereto and their SUCCeSsors and assigns. paexb PageS ExhibitB
􀁇􀀺􀁾􀀮􀁷􀀮􀁤􀁭􀁜􀁰􀁡􀁲􀁜􀁦􀁯􀁮􀁮􀁳􀁜􀀰􀀵􀀸􀀹􀁮􀀮􀁥􀁸􀁢􀀠
PHClPHE INS 920624 Standard Form Approved, A􀁖􀁐􀁾􀁌􀁡􀁷􀀠EXHIBIT B-1 Public Road Insurance Requirements The Political Body and/or Its ContractorlSubcontractor shall, at its 0"'11 and/or
its Contractor's/Subcontractor's sole cost and expense, procure the following kinds of insurance and promptly pay when due all premiums for that insurance. The Railroad Protective Insurance
described in Paragraph D below only needs to be obtained and kept in lorce during the duraiion 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 lorce by the Political Body during the life of this Agreement. A. General Public Liability insurance providing
bodily injury, including death. personal injury and property damage coverage with a combined single limit 01 at least $2,000,000 each occurrence or claim and a general aggregaie limit
of at least $4,000,000. This insurance shall provide Broad Form Contractual Liability covering the indemnity provisions contained in this Agreement, Underground Hazard, Broad Form Property
Damage, a waiver of governmental immuntty (ISO Form GL 24 14 or equivalent), severability of interests and name Railroad as an additional insured with respect to all liabilities arising
out 01 Political Body's obligation to Railroad in the Agreement. If coverage is purchased on a "claims made" basis it shall provide for ai least a three (3) year extended reporting or
discovery period, which shall be invoked should insurance covering the tJrne period 01 this Agreement be cancelled. B. Automobile Public Liability insurance providing bodily injury and
property damage with a combined single limit 01 ai least $2,000,000 each occurrence or claim. This insurance shall provide contractual liabUity by endorsement ISO Form CA 00 25 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 nome RaUroad
as an additional insured with respect to all liabilities arising out of Political Body's obligation to Ratlroad in the Agreement. C. Worker's Ccmpensation 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 SI.OOO,OOO. Also compliance with all laws
of states which require participation in their state workers' compensation fund. D. Railroad Protective Liability insurance naming Railrcod as insured with a combined single limit of
$2,000,000 per oocurrence with a $6,000,000 aggregaie. 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 CG 00 35) and include pollution arising out of fuels and lubricants brought to the job site (ISO Form CG 2831 or equivalent). If the L!cyd's London policy form is used,
limits shall be $3,000,000 per occurrence with a $9,000,000 aggregate and the Extended Claims Made Date shall be determined by adding Llw length 01 the criginal policy period plus one
year to the policy expiralinn date. The Political Body and/or its Contractor(s)/SUhcontractor(s) hereby waive their right of subrogation, as respects the above insurance policy(ies),
against Railroad for payments made to or on behalf of employees of Political Body or its agents or its Contractor(sl/Subcontractor(sl and lor loss of their owned or leased property cr
property under their care, custody and control while on or near Railroad's right-of-way or other real property. Political Body's and/or its Contractor's/Subcontractor's insurance shall
be primary with respect to any insurance carried by Railroad. Political Body and/or its Ccnlroctor(s)JSubcontractor(s) shalliurnish to Ratlroad certificate(s) of insurance evidencing
the required coverage and endorsement(s) and upon request a certified duplicaie original cI any of those policies. The insurance company(ies) issuing such pclicy(ies) shall notify Rcrllroad
in writing of any material crlleraiion including any change in the retroactive date in any "claims-made' policies or substantial reduction of aggregate limits, if such limits apply,
or cancellation thereof at least thirty (30) days prior thereto. The insurance policy{ies) shall be written by a reputable insurance company or companies acceptable to Railroad or with
a current Best's Insurance Guide Rating of B and Class vn or betler. Such insurance company shall be authorized to transact 􀀭􀀭􀁾...-b'siMS' in tl>e-state(s) eifeeteEll>y this A!jI'oement.
phxexbl.exb Page 1 Exhibit B-1 
EXHIBITC Contractor's Right ofEntry Agreement -----------------_....... _
UNION PACIFIC RAILROAD COMPANY Real Estate Department J, L Hawkins Assistant Vice President R. D. Uhrich Director-Operations Support J,AAnlhony M. E. Heenan Director·Contracts Director-Administration
& Budgets D. H. Ughtwlne 􀁄􀁪􀁲􀁥􀁣􀁴􀁯􀁲􀁾􀁒􀁥􀁡􀁬􀀠Estate O. O. Brown 􀁄􀁩􀁲􀁥􀁣􀀱􀁯􀁲􀁾􀁒􀁥􀁡􀁉􀀠􀁅􀁳􀁴􀁾􀀠T. K. LoveM.W.Casey 1800 Farnam StreetGene!'al Directo(·Specia! Properties
Olreclor-Real Estate Omaha, NebraSka 68102J. P. Gada Fax: (402) 991·3601 Director-Facility Management July 20, 2001 Folder No. 1976-54 To the Contractor: Before Union Pacific Railroad
can permit you to perform work on its property for the construction of two new at-grade public road crossings, it will be necessary to compiete two originals of the enclosed Right ofEntry
Agreement as follows: I. Fill in the completc leg.l name of the contractor in the space provided on Page I of the Contractor's Right of Entry Agreement. If a corporation, give the state
ofincorporation. 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 ofthe 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. Return all copies of the Contractor's Right of Entry Agreement together with your Certificate of Insurance 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 ofSSOO.OO. 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 13-64()0825 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 of this project. As a service to you, Union Pacific is making this coverage available
to you. You are not reqnired to purchase this coverage froro the Railroad and are encouraged to shop the market for the best available rate. If you decide; however, that acquiring this
coverage from the Railroad is ofbenefit to you, simply complete contact Ms. Judi Scott at 402-271-2215. ---_.... _-----If you have any questions concerning the agreement, please contact
me at (402) 271-3620. Have a safe day! 
ROE 920316 Standard Form App CONTRACTOR'S RIGHT OF ENTRY AGREEMENT TIllS AGREEMENT is made and entered into as of the 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 "Political Body's Contractor").
RECITALS: By agreement dated , the Railroad granted (the) City of Addison (hereinafter "Licensee") the right to construct two new at-grade public road crossings for Arapahoe Road on
the property of the Railroad at Milepost 598.3, on the Dal-Nor Branch, at or near Addison, Dallas County, Texas. The Political Body's Contractor has been employed by the Licensee to
construct two new at-grade public road crossings for Arapahoe 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 conditions. AGREEMENT: IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: ARTICLE 1
-DEFINITION OF CONTRACTOR For purposes of this agreement, all references in this agreement to the Pohtical Body's Contractor shall include the Political Body'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 Political Body's 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 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 of constructing two new at-grade public road crossings
hereinabove described. The right herein granted to Political Body's Contractor is limited to those portions of the Railroad's property specifically described herein, or designated by
the the Railroad representative named in Article 4. ARTICLE 3 -TERMS AND CONDITIONS CONTAINED IN EXffiBITS 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 Political Body's Contractor shall bear any and all costs
and expenses associated with any work performed by the Political Body's Contractor, or any costs or expenses incurred by the Railroad relating to this agreement. All work performed by
Political Body's Contractor on Railroad's property shall be performed in a manner satisfactory to the respective local Superintendent of Transportation Services of the Railroad or his
authorized representative (hereinafter the Railroad Representative). CROB Public Road Crossings Page 1 of3 July 20, 2001 
ROE 920316 Folder No.: 1976·54 Standard Fonn App ARTICLE 5 -TERM; TERMINATION a). The grant of right herein made to Political Body's Contractor shall commence on , and continue until
, unless sooner renninated as herein provided, or at such time as Political Body's Contractor has completed its work on Railroad's property, whichever is earlier. Political Body's Contractor
agrees to notify the Railroad Representative in writing when it has completed its work on Railroad property. b). This agreement may be terminllted by either party on ten (10) days written
notice to the other party. ARTICLE 6 -CERTIFICATE OF INSURANCE a). Before commencing any work, the Political Body's Contractor will provide the Railroad with a Certificate issued by
its insurance carrier providing the insurance coverage required pursuant to Exhibit 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 all liabilities arising out of Insured's, as Political Body's Contractor, performance of any work on the property of the Railroad.
b). Political Body's Contractor warrants that this agreement has been thoroughly reviewed by its insurance agent(s)lbroker(s) and that said agent(s)lbrokerCs) 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 Real Estate Department 1416 Dodge
Street, WPOOI Omaha, Nebraska 68179·11 00 Folder No. 1976·54 ARTICLE7-PROTECTION OF FffiER OPTIC CABLE SYSTEMS Fiber optic cable systems may be buried on Railroad's property. Protection
ofthe 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. Prior to beginning
any work, the Political Body's Contractor shall telephone the Railroad at 1-80Q.. 336-9193 Ca 24-hournurnber) to determine iffiber optic cable is buried anywhere on the property set
forth herein. If it is, the Political Body's Contractor shall also comply with and be subject to the provisions contained in Section 6 of ExbibitA. ARTICLE g -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 of any such litigation, in those courts, and consent to service ofprocess issued by such courts. ARTICLE 9· ADMINISTRATIVE
FEE Applicant shan pay to the Raih'oad FIVE HUNDRED DOLLARS ($500.00) as reimbursement for clerical, _____.dJninistrative and handling expense. in connection with the processing oftbis
Agreement ___ ARTICLE 10 -SPECIAL PROVISIONS None. CROE Public Road Crossings Page 2 on July 20,200 l 
ROE 920316 FolderNo.; 1976·54 Standard Fonn 􀁁􀁰􀁰􀁲􀁯􀁶􀁥􀁤􀁾􀀠AVP-Law IN WITNESS WHEREOF, the parties hereto have executed this agreement in duplicate as the date first herein written.
UNION PACIFIC RAILROAD COMPANY By______􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭MANAGER-ml\'TRACTS WITNESS: (Name ofContractor) Title'._________________ CROEPublic. Road Crossings Page 3 ofl July
20, 2001 
PLANS FOR THE CONSTRUCTION OF PAVING, STORMWAT R, WAT R, WAST WATER, SIGNALIZATION AND STREETSCAPE IMPROVEMENTS FOR ARAPAHO ROAD FROM MARSH LANE TO ADDISON ROAD SHEET NO. I j lNOEX I'J"
SHEETS COVER ITA'f MIPS RIGHT-Cf' PAVlNG 't PICAl. SEt:TICm PAY1HG fI ANS AND PRIFllS CROSs: S TIOOS ORI<INAGE AREA Io4.aPS il 􀁾􀁩, d % li' L\ I.,l aRO,.,1 WILEY POST ADD I SON wEST
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flD'AlmlENT 011 PtmuC WORXS 16001 WE5ICI'IOW 1'.0. BOlt 􀀱􀁾􀀴􀀠IInt:HSON,1J;U,.S 'hOOt !ll"l 􀀧􀀱􀁾􀀷􀁭􀁬􀀠-􀁾CQIU'ORA"TlOO :HUt flJI.I..L.\S f'ARk'WAY,1iUlTE MO 􀁾􀁮􀁸􀁍􀁊􀀠lU«l {V/l.lUI-uD
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-' ST. l IS SOUlHWESTERN RR CO. OF TEXAS ANlJARY 24. 1910LOT 1 'OL 470. po. 329BLOCK A II.R.D.C.T. BELlWOOO RESERVOIR AUGUST 2. 1989 VOL 90012. Po. 3386 O.ft.!M:'T. ARAPAHO ROAD ,(VARIABLE
R.O••• ) AUGUST 5. 1958 . VOL 49-42. PG. 629 D.ltD.CoT. CALLE! 68/100 OF In ACRE 􀁾􀁏􀁬􀁅􀁓􀀺􀀠\lL EABEMENTS SHOWN AREtTAKEN moll THE PUTS INOICAlED lEREON. THE SURVEYOR 01 NOT AeSlRA.CT
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ROE 920316 Standard Fonn Approved, AVP-Law " EXHIBITB SECTION 1-NOTICE OF COMMENCEMENT OF WORK -FLAGGING The Political Body's Contractor!s) agrees to notify the Railroad Representative
at least 48 hours in advance of Political Bodys Contractor(s) commencing its work and at least 24 hours in advance of proposed performance of any work by the Political Bodys Contractor(s)
in which any person or equipment will be within 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 25 feet of any track. Upon receipt of such notice, the Railroad Representative will determine and inform the Political Bodys Controctor(s) whether a flagman need be present
and whether the Political Bodys Contractor(s) need implement any special protective or salety measures, If any flagmen or other special pratective or safety measures are performed by
the Railroad, such services will be provided at Political Bodys Contractor(s)'s expense with the understanding that if the Railroad provides any flagging or other services the Political
Bodys Contractor(s) shall not be relieved of any of its responsibilities or liabilities set forth herein, SEGI10N2-UMlIATION AND SUBORDINATION OF RIGHTS GRANTED a), The foregoing grant
of right is subject and subordinate to the prior and continuing righi and obligation of the Railroad to use cmd matntatn its enlire property including the right and power of the Railroad
to construct, matntatn, 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 al its property, all or any of which may be freely done at cmy time or times by the Railroad without liability to the Political Body's
Contractor(s) or to any other party for compensation or damages, b), The foregatng 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 RAlLROAD'S OPERATION No work performed by Political Bodys Contractor(s) shall cause any interference with the constant, continuous and uninterrupted use of the tracks,
property and facilities of the Rallroad its lessees, licensees or others, unless specifically permitted under this agreement, or specifically authorized in advance by the Railroad Representative,
Nothing shall be done or suffered to be done by the Political Bodys Contractor!s) at any time that would in any manner impair the safety thereo!. \V1Jen not in use, Political Bodys Contractor(s)'s
machinery and materials shall be kept at least 50 feet from the centerline of Ratlroad's nearest track. and there shall be no crossings of Railroad's tracks except at existing open public
crossings, SEG'TION 4-PERMITS Prior to beginning any work, the Political Bodys Contractor(s), at its sole expense, shall obtatn all necessary permits to perform any work contemplated
by this agreement. SECTION5-MECHANIC'S LlENS The Political Bodys Contractor(s) shall pay in lull all persons who perform labor or provide materials for the work to be performed by Political
Bodys Contractor(s), The Political Bodys Contractor(s) shall not permit or suffer any mechanic's or materialmen's liens of any kind or nature to be enforced against any property of the
Railroad for any such work performed, The Political Bodys Contractor(s) shall indemntfy and hold harmless the Railroad from and ogalnst any and ail liens, clalms, demands, costs or expenses
of whatsoever nature in any way connected with or grmving out of such work done, labor performed, or materials lumished, SECTION 6-FIBER OPTIC CABLE SYSTEMS In addition to the liability
terms elsewhere in this Agreement, the Political Bodys Contractor(s) shall indemnify and hold the Raikottd hUl1lIleS3 against eft tel front an cost, 􀁴􀁬􀁾and expen:se-w LlatsoeveI (i[
(..Juding, without 11 lututiOll, UU01lley'S fees Olid caur! costs and expenses) arising out of or in any way contributed to by any act or omission of the Political Body's Contractor(s),
its subcontractor, agents andlor employees, that couses or contributes to (I) any damage to or destruction of any telecommunications system on Railroad's property, and (2) any injury
to or death of any person employed by or on behalf of any telecommunications company, andlor its contractor, agents andlor employees, on Railroad's property, Political Bodys Contractor(s)
shail not hove or seek recourse agalnst Railroad for any claim or cause of action for aileged 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 0703n Page 1 Rov, 5123194 
ROE 920316 Standard Form Approvedl AVP-Law " of;' 'Jvices of the fiber optic cable on Railroad's property, SECI10N7 -COMPUANCE WITH LAWS In the prosecution of ibe work covered by this
agreement, the Political Body's Contractor(s) shall comply with all applicable federal, state and local laws, regulations and enactments crllecting the work. The Politiccrl Body's Contractor(s)
shall use only such methods as are consistent with safety, both as concerns the Political Body's Contractor(s), the Political Body's Contractor(s)'s agents and employees, the officers,
agents, employees and property of the Railroad and the public in general. The Political Bodys Conlroclor(s) (without limiting the generality of the foregoing) shall comply with all applicable
state and federal occuprrtional scrle\y and health acts and regulations. All Federal Railroad Administration regulations shall be followed when work is performed on the Railroad's property.
Hany failure by the Political Body's Contractor(s) to comply with any such laws, regulations, and enactments, shall result in any fine, penalty, cost or charge being assessed, imposed
or charged against the Railroad, the Political Body's Contractor(s) shall reimburse and indemnify the Railroad for any such fine, penalty, cost, or charge, including without limitation
attorney's fees, court costs and expenses. The Political Body's Contractor(s) further agrees in the event of any such action, upon notice thereof being provided by the Railroad, to defend
such action free of cost, charge, or expense to the Railroad. SECI10N 8-SAFETY INSTRUCTIONS Scrlety of personnel, property, rail operations and the public is 01 paramount importance
in the prosecution of the work pursuant to this agreement. As reinforcement and in furtherance of overall scrlety measures to be observed by the Political Body's Contractor(s) (and not
by way of Ilmitation), the following special scrlety rules shall be followed: a). The Political Body's Contractor(s) shall keep the job site free from safety and health hazards hazards
and ensure that its employees are competent and adequately trained in all scrlety and health aspects of the job. The Political Bodys Contractor(s) shall have proper first aid supplies
available on the job site so that prompt first aid servk:es can be provided to any person that may be injured on the job site. The Political Bodys Contractor(s) shall promptly notify
the Railroad of any U.S. Occupational Scrlety and Health Administration reportable injuries occurring to any person that may arise during the work performed on the job site. The Political
Body's Contractor(s) shall have a non-delegable duty to control its employees, while they are on the job site or any other property of the Railroad to be certain they do not use, be
under the inlluence oL or have in their possession any alcoholic beverage or Illegally obtained drug, narcotic or other substance that may inhibit the scrle performance of work by an
emplcyee. b). The employees of the Political Body's Contractor(s) shall be suitably dressed to to perform their duties scrlely and in a manner that will not interlere with thetr vision,
hearing or free uSe of their hands or feet Only waist length shirts with sleeves and trousers that cover the entire leg are to be worn. If lIare-legged trousers are worn, the trouser
bottoms must be tied to prevent catching. The emplcyees should wear sturdy and protective footwear. Employees shall not wear bocts (other than work boots), sandals, canvas-type shoes
or other shoes that have thin soles or heels thai are higher than normal. In addition, the Political Body's Contractor(s) shall require its employees to wear personal protective equipment
as specified by Railroad rules, regulations or Railroad officials overlooking the work at the job site. In partlcular, the protective equipment to be worn shall be: (1) Protective head
gear thai meets American National Standard-Z89.1-laiest revision. It is suggested thai all hard hats he affixed with Political Body's Contractor(s)'s or subcontractor's company logo
or name. (2) Eye protection thai meets American National Standard for occuprrtional and educational eye and face protection, Z87. I-latest revision, Additional eye protection must be
provided to meet specliic job situations such as welding, grinding, burning, etc.; and (3) Hearing protection which affords enough attenuation to gtve protection from noise levelslhat
will be occurring on the job site. c), All heavy equipment provided or leased by the Political Body's Contractor(s) shall be equipped with audible back-up warning devices. Hin the opinion
of the Rallroad Representative any of Political Bodys Contractor(s)'s or any of its subcontractor's equipment is uuscrle for use on the Railroad's right-of-way, the Political Body's
Contractor(s), ai the request of the Railroad Representaiive, shall remove such equipment from the Railroad's right-of-way. -----..... -SEC'TION 9 _.. )NDEMNITY a). As used in this Section,
"Ratlroad" includes other railroad companies using the Railroad's property at or near the location of the Political Body's Contractor(s)'s installation and their officers, agents, and
employees; 'Loss' includes loss, damage, claims, demands, actions, causes of action, penalties, costs, and expenses of whatsoever nature, including court costs and atiomeys' fees, which
may result from: (a) injury 10 or death 01 persons whomsoever (including the Railroad's officers, agents, and emplcyees, the 0703n PageZ Rev. 5123194 
ROE 920316 Standard Form Approved. A􀁖􀁐􀁾􀁌􀁡􀁷􀀠􀁐􀁾􀀧􀀱􀀺􀁡􀁬􀀠Body's Contractor(s)'s officers, agents, and employees, as well as any other person); and (b) damage to or loss or destruction
of properly whatsoever uneluding Political Body's Contractor(s)'s properly, damage to the roadbed, tracks, equipment or other properly of the Rotlroad, or properly in its care or custody).
b). As a major inducement and in consideration of the license and permission herein granted, the Political Body's Contractor(s) agrees to indemnify and hold harmless the Railroad from
any Loss which is due to or arises from any cause and is associated in whole or in part with Ihe work performed under this agreement. a breach of the agreement or the failure to observe
the health and safety proviSions herein, Or any activity or omission arising out of performance or nonperformance of this agreement; regardless of whether caused solely or contributed
to in part by the negligence or fault of the Raflroad. c). Any liability of either party hereunder to one of its employees under any Workers' Compensation Act or the Federal Employers'
Liability Act shail not be questioned or in any way challenged by the other party, nor shall any jury or court findings, resulting from any employee's suit against either party pursuant
to any suchAct(s), be relied upon or used by either party in any attempt to assert common law liability against the other. SEGTION 10 -RESTORATION OF PROPERTY In the event the Raflroad
authorizes the Political Body's Contractor(s) to take down any fence of the Raflroad or in any menner move or disturb any of the other properly of the Raflroad in connection with the
work to be performed by Political Body's Contractor(s), then in that event the Political Body's Contractor(s) shall, as soon as possible and at Political Body's Contractor(s)'. sole
expense, restore such fence and other properly to the same condition as the same were in before such fence was taken down or such other property was moved or disturhed, and the Polltical
Body's Contractor(s) shall indemnify and hold harmless the Railioad, its officers, agents and employees, against and from any and all liability, loss, damages, clolms, demands, costs
and expenses of wholsoever nature, arising from the taking down of any fence or the moving or disturbance of any other properly of the Raflroad. SEGTION 11-WAIVEROFBREACH The waiver
by the Railroad of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by the Political Body's Contractor(s) shall in no way impair
the right of the Raflroad to avail itself of any subsequent breach thereof. SEGTION 12 -ASSIGNMENT -SUBCONTRACTING The Political Body's Contractor(s) shall not assign, sublet or subcontract
this agreement, or any interesi therein, without the written consent of the Railroad and any attempt to so assign, sublet or subcontract without the written consent of the Raflroad shall
be void. lf the Railioad gives the Political Body's Contractor(s) permission to subcontract all or any portion of the work herein described, the Political Body's Contractor(s) is and
shall remain responsible for all work of subcontractors and all work of subcontractors shall be governed by the terms of this agreement. 0703n Page 3 Rev. 5123/94 
ROE 920316 -INS RR Protective Form Approved, AVP-L.w EXHIBIT B-1 To Contractor's Right of Entry Agreement Railroad Protective Liability Insurance Requirements Licensee shall, at its
own sole cost and expense, procure the following kinds 01 inst:rance and promptly pay when due all preratums for that insurance. The following insurance shall be kept in force during
the life of this Agreement: L General Public Liability insurance providing bodtly injury, including death, personal injury and property damage coverage with a combined single !iratt
01 at least $2,000,000 each occurrence or clatm and a general aggregate limit of at least $4,000,000. This insurance shall provide Broad Form Contractual Liability covering the indemnity
provisions contained in this Agreement, Underground hazard, Products-Completed Operations with products-completed operation aggregate of at least $2,000,000, a separate general aggregate
for the project ([SO Form CG 25 03 or equivalent), Broad Form Property Damage, severability 01 interests and name Railroad as an additional insured with respect to all liabilities arising
out of Licensee's obligation to Railroad in the Agreemeni. II coverage is purchased on a "clatms made" basis it shall provide for at least a three (3) year extended reporting or discovery
period, which shall be invoked should insurance covering the lime period of this Agreement be cancelled. 2. AutornobHe Public Liability insurance providing bodily Injury and property
damage with a combined single limit of at least $2,000,000 each occurrence or clatm. 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 10 the extent it may be excluded from general liability insurance, severability of interests and name Railroad
as an additional insured with respect to all liabilities arising out 01 Licensee's obligation to Railroad in the Agreement. 3. Worker's Compensation insurance covering the statutory
liability as determined by the compensation laws 01 the state(s) allected by this Agreement and Employers' Liability. Also compliance with all laws of states which require participation
in their state workers' compensation fund. 4. Ratlroad Protective Liability insurance naming Ratlroad and any rnilroad operating over its tracks as insured with a combined single limit
of $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 CG 00 35) and include pollution arising out 01 fuels and lubricants brought to the job site (ISO Form CG 28 31 or equivalent). If the Lloyd's, London policy form is used,
!iratts shall be $3,000,000 per occurrence with a $9,000,000 aggregate and the Extended Claims Made Date shall be deterratned by adding the length of the original policy period plus
one year to the policy expiration date. The Licensee hereby waives its right to subrogation, as respects the above insurance policy(ies), against Railroad for payments made to or on
behalf of employees of Licensee or its agents and lor loss of its owned or leased property or property under its care, custody and control while on or near Railroad's right-of-way or
other real property. Licensee's insurance shall be primary with respect to any insurance carried by Railroad. Licensee shall furalsh to Railroad certificate(s) 01 insurance evidencing
the required coverage and endorsement(s) and upon request a certified duplicate original of any of those policies, The insurance company(ies) issuing such policy(ies) shall notify Railroad
in writing of any material alteration including any change in the retroactive date L'l any"clatms-made" policies or substantial reduction of aggregate limits, if such limits opply, or
cancellation thereof at least thirty (30) days prior thereto. The insurance policy(ies) shall be written by a reputable insurance company or companles acceptable to Railroad or with
a current Best's Insurance Guide Rating 01 Band Class VII or better. Such insurance company shall be authorized to transact business in the state(s) allected by this Agreement. g:\sbare\exbibitb\roei
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