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HomeMy WebLinkAboutRESOLUTIONS-2016-003-R-1612/21 /2015 3-R-16 A RESOLUTION Authorizing the City Manager to Sign an Agreement with Union Pacific Railroad Company for Intersection Improvements for Emerson Street, Ridge Avenue and Green Bay Road WHEREAS, in order to insure safety to the motoring public and pedestrians, the City of Evanston and the Union Pacific Railroad Company, a Delaware Corporation ("Union Pacific"), are desirous of entering into a Supplemental Agreement (the "Agreement"), a copy of which is attached hereto and incorporated herein as Exhibit 1; and WHEREAS, the Agreement is focused on installation of LED lighting underneath the Emerson Street, Ridge Avenue and Green Bay Road viaduct owned and operated by Union Pacific; WHEREAS, the City Council has determined that it is in the best interests of the City of Evanston to enter into said Agreement with Union Pacific in order to install LED lighting on the viaduct, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: That the City Manager is hereby authorized and directed to sign and the City Clerk authorized and directed to attest on behalf of the City the cost local participation Agreement by and between the City of Evanston and Union Pacific Railroad Company, attached hereto as Exhibit A and incorporated herein by reference. 3-R-16 SECTION 2: That the City Manager is hereby authorized and directed to negotiate any additional conditions of the Agreement as may be determined to be in the best interests of the City. SECTION 3: That this Resolution 3-R-16 shall be in full force and effect from and after its passage and approval in the manner provided by law. Attest: Rol - ey C Adopted: C Elizleth B. Tisdahl, Mayor DOOM DOOM 3-R-16 EXHIBIT 1 Supplemental Agreement -3- Real Estate Department UNION PACIFIC RAILROAD COMPANY 1400 Douglas Street, Mail Stop 1690, Omaha, Nebraska 68179-1690 December 21, 2015 SAT NAGAR PUBLIC WORKS CITY OF EVANSTON 2020 Asbury Ave. Evanston, IL 60201 Dear Mr. Nagar: UPRR Folder No. 2621-68 RE: Supplemental Agreement -Emerson Grad -separated Rd. Crossing, in Evanston, IL. Please refer to the above subject matter and the documentation to cover the construction project. Attached hereto are duplicate originals of a Supplemental Agreement, for the public road crossing construction project. Please return to me all of the above executed documentation for Railroad execution. Also please furnish payment in the amount of $1000.00. Please include your check with the return of the documents. To ensure proper application of your check, please indicate the folder number listed above on your check. This agreement will not be accepted by the Railroad Company until the initial payment is received. If you require formal billing, you may consider this letter as a formal bill. If you have any questions, please contact me. Sincerely Yours, DAVID C. LAPLANTE Senior Manager -Contracts Phone: (402) 544-8563 e-mail: dclaplante@up.com www.up,cnm BUILDING AMERICK UNION PACIFIC RAILROAD COMPANY SUPPLEMENTAL AGREEMENT BUILDING AMERICK Form Approved: AVP-Law 01/21/2013 UPRR Folder No.: 2621-68 UPRR Audit No.: NWA994 SUPPLEMENTAL AGREEMENT THIS SUPPLEMENTAL AGREEMENT (the "Supplement") is made as of the day of , 201_, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Railroad") and the CITY OF EVANSTON, an Illinois municipal corporation or political subdivision with a mailing address at 2020 Asbury Ave., Evanston, IL 60201 ("Political Body"). RECITALS: By instrument dated September 15, 1953, Union Pacific Railroad Company, and or its predecessor Railroad, and the Political Body entered into an Agreement identified as the Railroad's Folder No. 2621-68, UPRR Audit No.NWA994 (the "Original Agreement") covering the reconstruction of the existing Emerson St. grade -separated public road crossing (DOT 173835P) at or near Mile Post 12.31 on the Kenosha Subdivision in Evanston, Cook County, Illinois. The Political Body has requested a Supplemental Agreement to include the installation of 13 new LED lighting fixtures, and associated conduit, to be attached to the grade -separated bridge structure. AGREEMENT: NOW, THEREFORE, IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: SECTION 1 - AMENDMENT OF THE ORIGINAL AGREEMENT Effective as of , 201 , Railroad amends the Original Agreement to include the installation of 13 new LED lighting fixtures, and associated electrical conduit, which will be undermounted to the grade -separated bridge structure girders with C-clamps and 1" rubber brushing, as described on the attached new Exhibit A, Detailed Print. The Original Agreement will also be amended to include the Railroad's current Contractor's Right of Entry and Insurance requirements. The Original Agreement is amended to include the installation of the 13 new LED lighting fixtures, and associated conduit, as described above, and as described in the Exhibit A Detailed Print, and the Original Agreement is amended to include the new Exhibit A Detailed Print and the Railroad's current Contractor's Right of Entry and insurance requirements as follows: CONTRACTOR'S RIGHT OF ENTRY AGREEMENT - INSURANCE a). If the Political Body will be hiring a contractor or contractors to perform any work involving the Project (including initial construction and any subsequent relocation or maintenance and repair Page 1 of 3 UNION PACIFIC RAILROAD COMPANY SUPPLEMENTAL AGREEMENT Form Approved: AVP-Law 01/21/2013 15UILOING AMERICK work), the Political Body shall require its contractor(s) to (i) execute the Railroad's then current Contractor's Right of Entry Agreement; (ii) obtain the insurance coverage described in Exhibit C of the current Contractor's Right of Entry Agreement; and (iii) provide the insurance policies, certificates, binders and/or endorsements to Railroad that are required in Exhibit C of the current Contractor's Right of Entry Agreement before allowing any of its contractor(s) and their respective subcontractors to commence any work in the Crossing Area or on any other Railroad property. b). The Political Body acknowledges receipt of a copy of Railroad's current Contractor's Right of Entry Agreement. attached hereto as Exhibit B and hereby made a part hereof, and confirms that it will inform its contractor(s) that it/they and their subcontractors are required to execute such form of agreement before commencing any work on any Railroad property. Under no circumstances will Political Body's contractor(s) or any subcontractors be allowed on to Railroad's property without first executing the Railroad's Contractor's Right of Entry Agreement and obtaining the insurance set forth therein and also providing to Railroad the insurance policies, binders, certificates and/or endorsements described therein. c). All insurance correspondence, binders, policies, certificates and/or endorsements shall be sent to: Union Pacific Railroad Company Real Estate Department 1400 Douglas Street, MS1690 Omaha, NE 68179-1690 UPRR Folder No. 2621-68 d). If the Political Body's own employees will be performing any of the Project work, the Licensee may self -insure all or a portion of the insurance coverage subject to Railroad's prior review and approval. SECTION 2- ADMINISTRATIVE FEE The Political Body, when returning this executed agreement, shall furnish payment to the Railroad, an administrative handling fee of ONE THOUSAND DOLLARS ($1000.00). Page 2 of 3 UNION PACIFIC RAILROAD COMPANY SUPPLEMENTAL AGREEMENT BUILDING AMERICK Form Approved: AVP-Law 01/21/2013 SECTION 3 - AGREEMENT SUPPLEMENTAL This agreement is supplemental to the First Supplemental Agreement, as herein amended, and nothing herein contained shall be construed as amending or modifying the same except as herein specifically provided. IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed in duplicate as of the date first herein written. UNION PACIFIC RAILROAD COMPANY (Federal Tax ID No. 94-6001323) DAVID C. LAPPLANTE Senior Manager -Real Estate CITY OF EVANSTON Printed Name: Title: Page 3 of 3 EXHIBIT A To Supplemental Agreement Detailed Print ID O 10 20 30 ID SD SCALE 11 FEET ' ///'''EX TRAFFIC SIGNAL TO BE REMOVED BRIDGE BEAM I � �-..GE ABUTMENT 1 CROSS BRA_ I II ITYPJ IY-4I LJ U LEX TRAFFIC SIGNAL EMERSON STREET CONDUIT TO E REMOVED BRIDGE FASCIA LOOKING EAST E% TRAFFIC SIGNAL TO E REMOVED BRIDGE ABUTMENT Ll EX TRAFFIC SIGNAL RIDGE AVENUE CONDUIT TO BE REMOVED \\ T- T,^r i EX SERVICE CONDUIT �♦ Ej' ' TO E REMOVED r� Ex CONDUIT TO BE EX BRIDGE GIRER--:� `\ V- / REMOVED (TYP.) 0 BFX E REMOVED %(7 P.) -- �T r 1i 5 a EXIsrINc ewDE STIFFENER (TYPJ �' �� F y0 j .SEX BRIDE GIRDER qG � r` Q / EX C-CLAMP LTYPJ EXISTING WELDS 3 8 'b„_.("{"�• !q EX LIGHT FIXTURE Ex MOUNTING BRACKET V` Cs3 EXISTING TRAFFIC SIGNAL a` % 'i EXISTING LIGHT FIXTURE o I MOUNTING DETAIL t 1;. MOUNTING DETAIL _o t a TRAFFIC SIGNAL NOTES LIGHTING NOTES 1. ALL EXISTING TRAFFIC SIGNAL FIXTURES. .. c iC�;. •'.._ ,\.i., �. 1. ALL EXISTING LIGHTING FIXTURES. CONDUIT AND CONDUIT AND ASSOCIATED HARDWARE ATTACHED ''*,`�� i �`. ASSOCIATED HARDWARE ATTACHED UNDER THE TO THE BRIDGE SHALL BE REMOVED. THE REMOVAL .{A�. ^ ,� :?`�� �, BRIDE SHALL BE RFMOVFD. THE REMOVAL OF OF THESE ITEMS SHALL BE PERFORMED IN A MANNER �T•: ..� / A' �� TESE ITEMS SHALL E PERFORMED IN A MANNER THAT DOES NOT DAMAGE THE BRIDGE STRUCTURE. "'A' yY ,'� - \= THAT DOES NOT DAMAGE THE BRIDGE STRUCNRE. 2.NO ITEMS ARE TO BE TORCHED OFF UNDER ANY t.l >>,', �. ;+; - _ �� - ``�"• 2. NO ]TENS ARE TO E TORCHED OFF UNDER ANY CIRCUMSTANCE. ; .('T �y _� 1 -� CIRCUMSTANCE. 3. ALL TRAFFIC SIGNALS ARE ATTACHED 70 THE •N'�, \�. �' 3. ALL EXISTING FIXTURES ARE ATTACHED WITH \\ i ` EXISTING GIRDER STIFFENER BY WELDS. , +./ , �` �� ` \�~� C-CLAMPS. l V usER HIrE • a....r. DESIGNED - BAX REVISED - _ •n, / F.0. TOTAL SHEET yy LIGHTING PLAN SHEETS RTE I SECTION COUNTY IsIEErsI na g /REST DRAWN - B. REVISED - CITY OF EVANSTON EXISTING STREET LIGHTING I EL0 —E • .eee0 in CHEERED - MAR REVISED - I- ]3-M'O` OD CODA 353 zse ., �/ ENERSON STREET, RIDGE AVENUE AND GREEN BAY ROAD CORRIDOR AND TRAFFIC SIGNAL REMOVAL DETAILS 1 CONTRACT N0. - - le/aT/xele PATE - 10/B/]Ol5 REVISED - INTERSECTION IMPROVEMENTS I SCALES I SHEET 10 OF 11 SIEETSI Si0. io STA I Inal'olsl �2 of 9 GREEN BAY ROAD Too +00 -- ------------ ------FT ----------- - ------- ---- -- I- EX BRIDGE (TYP.) TYPJ PR CONDUIT FOR PR TRAFFIC SIGNALS AND UNNT STREET LIGHTING Pfl C-CLAMP MOUNTING E% BRIDGE GIRDER 10, O.C. 1 ND ELECTRICAL \I E—E--E f E--E E— CONDUIT PVC r----------- ------ _ a y � _ q g PROPOSED BRIDGE �'Yb 4 CONDUIT MOUNTING DETAIL s 9 u /'---'� w'�c • u..,a. DESIGNED REViSF➢ - T EstYONSULTArctS, ti„I DRAVN - BWf REVISED - 1 I °L A [IECRED - NUI REVISED - ^- °-'^ 3-_,.._ �...-.,v.. ._,I not mt[ • terilim�s DATE - 10/9/2015 REVISED - 5 \ CITY OF EVANSTON I EMERSON STREET, RIDGE AVENUE AND GREEN BAY ROAD CORRIDOR I INTERSECTION IMPROVEMENTS 1 suLE, 10 0 ID 20 }0 <D 50 SCALE IN FEET i PR BRIDGE UNDERMOUNT LIGHTING (TYP.1 A� PR IIHDERMOUNT 5 / LIGHTING CONDUIT—ti---E% BRIDGE GIRDER (TYPJ � � u LIGHTING PLAN SHEETS PROPOSED STREET LLGHTING MOUNTING DETAILS I SLEET It OF 11 SNEET51 STA. PR C-CLAMP MOUNTING (A) PER LIGHT I" RUBBER BUSHING FOR VIBRATION DAMPENING _ PR BRIDGE UNDERMOUNT 0 LIGHTING. VALET LED TUNNEL LIGHT WITH FBOX —1 MOUNT OR EQUIVALENT PROPOSED BRIDGE UNDERMOUNT LIGHTING DETAIL LIGHTING NOTES 1. ALL PROPOSED LIGHTING MOUNTING PLATES SHALL BE C-CLAMPFD TO THE EXISTING REAM WITH A RUBBER BUSHING PLATE TO DAMPEN BRIDGE VIBRATIONS. 2.ALL ELECTRICAL CONDUIT SHALL BE PVC AND MOUNTED WITH C-CLAMPS. 1. ANY WELDING OF ELECTRICAL ITEMS TO THE EXISTING BRIDGE 15 PROHIBITED. FTL SECTION CWNTY SHEETS SNOT I- U-oort0o-00-p� c00L }S} zs9 CONTRACT NO. TO STA. _NWIT ITIN3of9 YWg. 4 8 5 { �'. I usER xxc sros _ .Lro I /._ DESIGNED - Bul URAIEN BMX �, I R t . ♦ i o. C.C. = ......_ _:z...a...-..:�_.-_.I ROT onIE nneizel5 DNTE - 10/9/2015 RPR GREEN BAY ROAD FyGF NEED - - I TRAFFIC SIGNAL PLAN SHEETS REVISED - CITY OF EVANSTON PROPOSED TRAFFIC SIGNAL REv1SE0 - EMERSON STREET, RIDGE AVENUE AND GREEN RAY ROAD CDRRIDOfl REviSED - I INTERSECTION IMPROVEMENTS SC.EE, ISHEET 39 OF 39 SxEETSI STk TO STN. 10 0 ID 30 30 40 50 SCKE IN FEET ' NOTE: PROPOSED TRAFFIC SIGNAL EQUIPMENT WILL NOT BE ATTACHED TO EXISTING BRIDGE STRUCTURE. q'1E I SECTION -002TCOUNTY c j55 SET 1300-OO-Cx OOS C353 i39 muxoni C NTTRACT NO. - 4 of 9 EXHIBIT B To Supplemental Agreement Contractor's Right of Entry UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 BUILAINO AME"ICK Folder No.: 2621-68 UPRR Audit No.: CONTRACTOR'S RIGHT OF ENTRY AGREEMENT THIS AGREEMENT is made and entered into as of the day of , 2015, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Railroad"); and a corporation ("Contractor"). RECITALS: (Name of Contractor) Contractor has been hired by the City of Evanston ("City") to install 13 new LED lighting fixtures, and associated electrical conduit, which will be undermounted to the grade -separated bridge structure girders with C-clamps and 1" rubber brushing, at the Emerson Street grade -separated public road crossing at or near Mile Post 12.31 on the Kenosha Subdivision in Evanston, Cook County, Illinois, as such location is in the general location shown on the Railroad Location Prints marked Exhibit A each attached hereto and hereby made a part hereof, which work is the subject of an agreement dated , 201_, between the Railroad and the City. The Contractor will also remove the existing 16 lighting fixtures, and three traffic signals, and the associated conduit. The Railroad is willing to permit the Contractor to perform the work described above at the location described above subject to the terms and conditions contained in this Agreement AGREEMENT: NOW, THEREFORE, it is mutually agreed by and between Railroad and Contractor, as follows: ARTICLE 1 - DEFINITION OF CONTRACTOR. For purposes of this Agreement, all references in this agreement to Contractor shall include Contractor's contractors, subcontractors, officers, agents and employees, and others acting under its or their authority. ARTICLE 2 - RIGHT. GRANTED: PURPOSE. Railroad hereby grants to Contractor the right, during the term hereinafter stated and upon and subject to each and all of the terms, provisions and conditions herein contained, to enter upon and have ingress to and egress from the property described in the Recitals for the purpose of performing the work described in the Recitals above. The right herein granted to Contractor is Articles of Agreement Page 1 of 4 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 swrolf, limited to those portions of Railroad's property specifically described herein, or as designated by the Railroad Representative named in Article 4. ARTICLE 3 - TERMS AND CONDITIONS CONTAINED IN EXHIBITS B. C & D. The General Terms and Conditions contained in Exhibit B, the Insurance Requirements contained in Exhibit C, and the Minimum Safetv Reauirements contained in Exhibit D, each attached hereto, are hereby made a part of this Agreement. ARTICLE 4 - ALL EXPENSES TO BE BORNE BY CONTRACTOR; RAILROAD REPRESENTATIVE. A. Contractor shall bear any and all costs and expenses associated with any work performed by Contractor, or any costs or expenses incurred by Railroad relating to this Agreement. B. Contractor shall coordinate all of its work with the following Railroad representative or his or her duly authorized representative (the "Railroad Representative"): DANIEL M. ELHOSNI MGR TRACK MNTCE 1540 CAVEY ROAD HIGHLAND PARK, IL 60035 402 677-5836 C. Contractor, at its own expense, shall adequately police and supervise all work to be performed by Contractor and shall ensure that such work is performed in a safe manner as set forth in Section 7 of Exhibit B. The responsibility of Contractor for safe conduct and adequate policing and supervision of Contractor's work shall not be lessened or otherwise affected by Railroad's approval of plans and specifications involving the work, or by Railroad's collaboration in performance of any work, or by the presence at the work site of a Railroad Representative, or by compliance by Contractor with any requests or recommendations made by Railroad Representative. ARTICLE 5 - SCHEDULE OF WORK ON A MONTHLY BASIS. The Contractor, at its expense, shall provide on a monthly basis a detailed schedule of work to the Railroad Representative named in Article 413 above. The reports shall start at the execution of this Agreement and continue until this Agreement is terminated as provided in this Agreement or until the Contractor has completed all work on Railroad's property. ARTICLE 6 - TERM; TERMINATION. A. The grant of right herein made to Contractor shall commence on the date of this Agreement, and continue until (Expiration Date) Articles of Agreement Page 2 of 4 , unless sooner terminated as herein UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 BUILDING AMERICK provided, or at such time as Contractor has completed its work on Railroad's property, whichever is earlier. Contractor agrees to notify the Railroad Representative in writing when it has completed its work on Railroad's property. B. This Agreement maybe terminated by either party on ten (10) days written notice to the other party. ARTICLE 7 - CERTIFICATE OF INSURANCE. A. Before commencing any work, Contractor will provide Railroad with the (i) insurance binders, policies, certificates and endorsements set forth in Exhibit C of this Agreement, and (ii) the insurance endorsements obtained by each subcontractor as required under Section 12 of Exhibit B of this Agreement. B. All insurance correspondence, binders, policies, certificates and endorsements shall be sent to: Union Pacific Railroad Company Real Estate Department 1400 Douglas Street, MS 1690 Omaha, NE 68179-1690 UPRR Folder No's.: 2621-68 ARTICLE 8 - DISMISSAL OF CONTRACTOR'S EMPLOYEE. At the request of Railroad, Contractor shall remove from Railroad's property any employee of Contractor who fails to conform to the instructions of the Railroad Representative in connection with the work on Railroad's property, and any right of Contractor shall be suspended until such removal has occurred. Contractor shall indemnify Railroad against any claims arising from the removal of any such employee from Railroad's property. ARTICLE 9 - CROSSINGS. No additional vehicular crossings (including temporary haul roads) or pedestrian crossings over Railroad's trackage shall be installed or used by Contractor without the prior written permission of Railroad. ARTICLE 10 - CROSSINGS: COMPLIANCE WITH MUTCD AND FRA GUIDELINES. A. No additional vehicular crossings (including temporary haul roads) or pedestrian crossings over Railroad's trackage shall be installed or used by Contractor without the prior written permission of Railroad. B. Any permanent or temporary changes, including temporary traffic control, to crossings must conform to the Manual of Uniform Traffic Control Devices (MUTCD) and any applicable Federal Railroad Administration rules, regulations and guidelines, and must be reviewed by the Railroad prior to any changes being implemented. In the event the Railroad is found to be out of compliance with federal safety regulations due to the Contractor's modifications, negligence, or any other reason arising from the Contractor's presence on the Railroad's property, the Contractor agrees to assume liability for any civil penalties imposed upon the Railroad for such Articles of Agreement Page 3 of 4 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 noncompliance. ARTICLE 11 - EXPLOSIVES. zim Explosives or other highly flammable substances shall not be stored or used on Railroad's property without the prior written approval of Railroad. IN WITNESS WHEREOF, the parties hereto have duly executed this agreement in duplicate as of the date first herein written. UNION PACIFIC RAILROAD COMPANY (Federal Tax ID 994-6001323) DAVID C. LAPLANTE Senior Mgr. Contracts (Name of Contractor) By Printed Name: Title: Articles of Agreement Page 4 of 4 i RAILROAD LOCATION PRINT W_ Az\_E ACCOMPANYING A v SUPPLEMENTAL AGREEMENT/CONTRACTOR'S S RIGHT OF ENTRY AGREEMENT 51 w.' EXHIBIT "A" UNION PACIFIC RAILROAD COMPANY KENOSHA SUBDIVISION RAILROAD MILE POST 12.31 EVANSTON, COOK COUNTY, ILLINOIS To accompany an agreement with CITY OF EVANSTON and its CONTRACTORS UPRR Folder No. 2621-68 Date: December 18, 2015 WARNING IN ALL OCCASIONS, U P. COMMUNICATIONS DEPARTMENT MUST BE CONTACTED IN ADVANCE OF ANY WORK TO DETERMINE EXISTENCE AND LOCATION OF FIBER OPTIC CABLE. PHONE: 1-(800) 336-9193 Exhibit A Railroad Location Print UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 EXHIBIT B TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT GENERAL TERMS & CONDITIONS Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING. SUILCING AMERIC11 A. Contractor agrees to notify the Railroad Representative at least thirty (30) 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 Contractor in which any person or equipment will be within twenty-five (25) feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track. No work of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), orthing(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 (10)-day notice, the Railroad Representative will determine and inform Contractor whether a flagman need be present and whether Contractor needs to implement any special protective or safety measures. If flagging or other special protective or safety measures are performed by Railroad, Railroad will bill Contractor for such expenses incurred by Railroad, unless Railroad and a federal, state or local governmental entity have agreed that Railroad is to bill such expenses to the federal, state or local governmental entity. If Railroad will be sending the bills to Contractor, Contractor shall pay such bills within thirty (30) days of Contractor's receipt of billing. If Railroad performs any flagging, or other special protective or safety measures are performed by Railroad, Contractor agrees that Contractor is not relieved of any of its responsibilities or liabilities set forth in this Agreement. B. The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight -hour day for the class of flagmen used during regularly assigned hours and overtime in accordance with LaborAgreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the work is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between Railroad and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Contractor (or the governmental entity, as applicable) shall pay on the basis of the new rates and charges. C. Reimbursement to Railroad will be required covering the full eight -hour day during which any flagman is furnished, unless the flagman can be assigned to other Railroad work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the flagman is engaged in other Railroad work. Reimbursement will also be required for any day not actually worked by the flagman following the flagman's assignment to work on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by assignment of such flagman to other work , even though Contractor may not be working during such time. When it becomes necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Contractor must provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a flagman. If five (5) days notice of cessation is not given, Contractor will still be required to pay flagging charges for the five (5) day notice period required by union agreement to be given to the employee, even though flagging is not required for that period. An additional ten (10) days notice must then be given to Railroad if flagging services are needed again after such five day cessation notice has been given to Railroad. Section 2. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED A. The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the Railroad to use and maintain its entire property including the right and power of Railroad to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, roadways, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by Railroad without liability to Contractor or to any other party for compensation or damages. CONTRACTOR'S RIGHT OF ENTRY Page 1 of 4 Exhibit B AGREEMENT General Terms & Conditions Form Approved: AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICK Form Approved: AVP Law 03/01/2013 B. The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of Railroad's property, and others) and the right of Railroad to renew and extend the same, and is made without covenant of title or for quiet enjoyment. Section 3. NO INTERFERENCE WITH OPERATIONS OF RAILROAD AND ITS TENANTS. A. Contractor shall conduct its operations so as not to interfere with the continuous and uninterrupted use and operation of the railroad tracks and property of Railroad, including without limitation, the operations of Railroad's lessees, licensees or others, unless specifically authorized in advance by the Railroad Representative. Nothing shall be done or permitted to be done by Contractor at any time that would in any manner impair the safety of such operations. When not in use, Contractor's machinery and materials shall be kept at least fifty (50) feet from the centerline of Railroad's nearest track, and there shall be no vehicular crossings of Railroads tracks except at existing open public crossings. B. Operations of Railroad and work performed by Railroad personnel and delays in the work to be performed by Contractor caused by such railroad operations and work are expected by Contractor, and Contractor agrees that Railroad shall have no liability to Contractor, or any other person or entity for any such delays. The Contractor shall coordinate its activities with those of Railroad and third parties so as to avoid interference with railroad operations. The safe operation of Railroad train movements and other activities by Railroad takes precedence over any work to be performed by Contractor. Section 4. LIENS. Contractor shall pay in full all persons who perform labor or provide materials for the work to be performed by Contractor. Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be created or enforced against any property of Railroad for any such work performed. Contractor shall indemnify and hold harmless Railroad from and against any and all liens, claims, demands, costs or expenses of whatsoever nature in any way connected with or growing out of such work done, labor performed, or materials furnished. If Contractor fails to promptly cause any lien to be released of record, Railroad may, at its election, discharge the lien or claim of lien at Contractor's expense. Section 5. PROTECTION OF FIBER OPTIC CABLE SYSTEMS. A. 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 business interruption and loss of revenue and profits. Contractor shall telephone Railroad during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday, except holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency calls) to determine if fiber optic cable is buried anywhere on Railroad's property to be used by Contractor. If it is, Contractor will telephone the telecommunications company(ies) involved, make arrangements for a cable locator and, if applicable, for relocation or other protection of the fiber optic cable. Contractor shall not commence any work until all such protection or relocation (if applicable) has been accomplished. B. In addition to other indemnity provisions in this Agreement, Contractor shall indemnify, defend and hold Railroad harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses) arising out of any act or omission of Contractor, its agents and/or employees, that causes or contributes to (1) any damage to or destruction of any telecommunications system on Railroad's property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Railroad's property. Contractor shall not have or seek recourse against Railroad for any claim or cause of action for alleged loss of profits or revenue or loss of service or other consequential damage to a telecommunication company using Railroad's property or a customer or user of services of the fiber optic cable on Railroad's property. Section 6. PERMITS - COMPLIANCE WITH LAWS. In the prosecution of the work covered by this Agreement, Contractor shall secure any and all necessary permits and shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work including, without limitation, all applicable Federal Railroad Administration regulations. Section 7. SAFETY. A. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the work performed by Contractor. Contractor shall be responsible for initiating, maintaining and supervising all safety, operations and programs in connection with the work. Contractor shall at a minimum comply with Railroad's safety standards listed in CONTRACTOR'S RIGHT OF ENTRY Page 2 of 4 Exhibit B AGREEMENT General Terms & Conditions Form Approved: AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERIClr Form Approved: AVID Law 03/01/2013 Exhibit D, hereto attached, to ensure uniformity with the safety standards followed by Railroad's own forces. As a part of Contractor's safety responsibilities, Contractor shall notify Railroad if Contractor determines that any of Railroad's safety standards are contrary to good safety practices. Contractor shall furnish copies of Exhibit D to each of its employees before they enter the job site. B. Without limitation of the provisions of paragraph A above, Contractor shall keep the job site free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the job. C. Contractor shall have proper first aid supplies available on the job site so that prompt first aid services may be provided to any person injured on the job site. Contractor shall promptly notify Railroad of any U.S. Occupational Safety and Health Administration reportable injuries. Contractor shall have a nondelegable duty to control its employees while they are on the job site or any other property of Railroad, and to be certain they do not use, be under the influence of, or have in their possession any alcoholic beverage, drug or other substance that may inhibit the safe performance of any work. D. If and when requested by Railroad, Contractor shall deliver to Railroad a copy of Contractor's safety plan for conducting the work (the "Safety Plan"). Railroad shall have the right, but not the obligation, to require Contractor to correct any deficiencies in the Safety Plan. The terms of this Agreement shall control if there are any inconsistencies between this Agreement and the Safety Plan. Section 8. INDEMNITY. A. To the extent not prohibited by applicable statute, Contractor shall indemnify, defend and hold harmless Railroad, its affiliates, and its and their officers, agents and employees (individually an "Indemnified Party" or collectively "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, Contractor, or any employee of Contractor or of any Indemnified Party) arising out of or in any manner connected with (i) any work performed by Contractor, or (ii) any act or omission of Contractor, its officers, agents or employees, or (iii) any breach of this Agreement by Contractor. B. The right to indemnity under this Section 8 shall accrue upon occurrence of the event giving rise to the Loss, and shall apply regardless of any negligence or strict liability of any Indemnified Party, except where the Loss is caused by the sole active negligence of an Indemnified Party as established by the final judgment of a court of competent jurisdiction. The sole active negligence of any Indemnified Party shall not bar the recovery of any other Indemnified Party. C. Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions brought by Contractor's own employees. Contractor waives any immunity it may have under worker's compensation or industrial insurance acts to indemnify the Indemnified Parties under this Section 8. Contractor acknowledges that this waiver was mutually negotiated by the parties hereto. D. No court or jury findings in any employee's suit pursuant to any worker's compensation act or the Federal Employers' Liability Act against a party to this Agreement may be relied upon or used by Contractor in any attempt to assert liability against any Indemnified Party. E. The provisions of this Section 8 shall survive the completion of any work performed by Contractor or the termination or expiration of this Agreement. In no event shall this Section 8 or any other provision of this Agreement be deemed to limit any liability Contractor may have to any Indemnified Party by statute or under common law. Section 9. RESTORATION OF PROPERTY. In the event Railroad authorizes Contractor to take down any fence of Railroad or in any manner move or disturb any of the other property of Railroad in connection with the work to be performed by Contractor, then in that event Contractor shall, as soon as possible and at Contractor's sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed. Contractor shalt/ remove all of Contractor's tools, equipment, rubbish and other materials from Railroad's property promptly upon completion of the work, restoring Railroad's property to the same state and condition as when Contractor entered thereon. CONTRACTOR'S RIGHT OF ENTRY Page 3 of 4 Exhibit B AGREEMENT General Terms & Conditions Form Approved: AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Section 10. WAIVER OF DEFAULT. BU11,0IN6 AMER1011 Waiver by Railroad of any breach or default of any condition, covenant or agreement herein contained to be kept, observed and performed by Contractor shall in no way impair the right of Railroad to avail itself of any remedy for any subsequent breach or default. Section 11. MODIFICATION - ENTIRE AGREEMENT. No modification of this Agreement shall be effective unless made in writing and signed by Contractor and Railroad. This Agreement and the exhibits attached hereto and made a part hereof constitute the entire understanding between Contractor and Railroad and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral, with respect to the work to be performed by Contractor. Section 12. ASSIGNMENT - SUBCONTRACTING. Contractor shall not assign or subcontract this Agreement, or any interest therein, without the written consent of the Railroad. Contractor shall be responsible for the acts and omissions of all subcontractors. Before Contractor commences any work, the Contractor shall, except to the extent prohibited by law; (1) require each of its subcontractors to include the Contractor as "Additional Insured" in the subcontractor's Commercial General Liability policy and Business Automobile policies with respect to all liabilities arising out of the subcontractor's performance of work on behalf of the Contractor by endorsing these policies with ISO Additional Insured Endorsements CG 20 26, and CA 20 48 (or substitute forms providing equivalent coverage; (2) require each of its subcontractors to endorse their Commercial General Liability Policy with "Contractual Liability Railroads" ISO Form CG 24 17 10 01 (or a substitute form providing equivalent coverage) for the job site; and (3) require each of its subcontractors to endorse their Business Automobile Policy with "Coverage For Certain Operations In Connection With Railroads" ISO Form CA 20 70 10 01 (or: a substitute form providing equivalent coverage) for the job site. CONTRACTOR'S RIGHT OF ENTRY Page 4 of 4 Exhibit B AGREEMENT General Terms & Conditions Form Approved: AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 EXHIBIT C TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT INSURANCE REQUIREMENTS BUILDING AMERICA° 0_ Contractor shall, at its sole cost and expense, procure and maintain during the course of the Project and until all Project work on Railroad's property has been completed and the Contractor has removed all equipment and materials from Railroad's property and has cleaned and restored Railroad's property to Railroad's satisfaction, the following insurance coverage: A. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability (CGL) with a limit of not less than $5,000,000 each occurrence and an aggregate limit of not less than $10,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage). The policy must also contain the following endorsement, which must be stated on the certificate of insurance: • Contractual Liability Railroads ISO form CG 24 17 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Railroad Company Property" as the Designated Job Site. • Designated Construction Project(s) General Aggregate Limit ISO Form CG 25 03 03 97 (or a substitute form providing equivalent coverage) showing the project on the form schedule. B. BUSINESS AUTOMOBILE COVERAGE INSURANCE. Business auto coverage written on ISO form CA 00 0110 01 (or a substitute form providing equivalent liability coverage) with a combined single limit of not less $5,000,000 for each accident and coverage must include liability arising out of any auto (including owned, hired and non -owned autos). The policy must contain the following endorsements, which must be stated on the certificate of insurance: • Coverage For Certain Operations In Connection With Railroads ISO form CA 20 70 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Property" as the Designated Job Site. • Motor Carrier Act Endorsement - Hazardous materials clean up (MCS-90) if required by law. C. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE. Coverage must include but not be limited to: • Contractor's statutory liability under the workers' compensation laws of the state where the work is being performed. • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit $500,000 each employee. If Contractor is self -insured, evidence of state approval and excess workers compensation coverage must be provided. Coverage must include liability arising out of the U. S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable. The policy must contain the following endorsement, which must be stated on the certificate of insurance: • Alternate Employer endorsement ISO form WC 00 03 01 A (or a substitute form providing equivalent coverage) showing Railroad in the schedule as the alternate employer (or a substitute form providing equivalent coverage). D. RAILROAD PROTECTIVE LIABILITY INSURANCE. Contractor must maintain Railroad Protective Liability insurance written on ISO occurrence form CG 00 3512 04 (or a substitute form providing equivalent coverage) on behalf of Railroad as named insured, with a limit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000. A binder stating the policy is in place must be submitted to Railroad before the work may be commenced and until the original policy is forwarded to Railroad. E. UMBRELLA OR EXCESS INSURANCE. If Contractor utilizes umbrella or excess policies, these policies must "follow form" and afford no less coverage than the primary policy. F. POLLUTION LIABILITY INSURANCE. Pollution liability coverage must be written on ISO form Pollution Liability Coverage Form Designated Sites CG 00 3912 04 (or a substitute form providing equivalent liability coverage), with limits of at least CONTRACTOR'S RIGHT OF ENTRY Page 1 of 2 Exhibit C AGREEMENT Insurance Requirements Form Approved: AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AMERICK Form Approved: AVP Law 03/01/2013 4L $5,000,000 per occurrence and an aggregate limit of $10,000,000. If the scope of work as defined in this Agreement includes the disposal of any hazardous or non -hazardous materials from the job site, Contractor must furnish to Railroad evidence of pollution legal liability insurance maintained by the disposal site operator for losses arising from the insured facility accepting the materials, with coverage in minimum amounts of $1,000,000 per loss, and an annual aggregate of $2,000,000. OTHER REQUIREMENTS G. All policy(ies) required above (except worker's compensation and employers liability) must include Railroad as "Additional Insured" using ISO Additional Insured Endorsements CG 20 26, and CA 20 48 (or substitute forms providing equivalent coverage). The coverage provided to Railroad as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage for Railroad's negligence whether sole or partial, active or passive, and shall not be limited by Contractor's liability under the indemnity provisions of this Agreement. H. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless the law governing this Agreement prohibits all punitive damages that might arise under this Agreement. I. Contractor waives all rights of recovery, and its insurers also waive all rights of subrogation of damages against Railroad and its agents, officers, directors and employees. This waiver must be stated on the certificate of insurance. J. Prior to commencing the work, Contractor shall furnish Railroad with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements in this Agreement. K. All insurance policies must be written by a reputable insurance company acceptable to Railroad or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state where the work is being performed. L. The fact that insurance is obtained by Contractor or by Railroad on behalf of Contractor will not be deemed to release or diminish the liability of Contractor, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Railroad from Contractor or any third party will not be limited by the amount of the required insurance coverage. CONTRACTOR'S RIGHT OF ENTRY Page 2 of 2 Exhibit C AGREEMENT Insurance Requirements Form Approved: AVID Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 EXHIBIT D TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT MINIMUM SAFETY REQUIREMENTS BUILDING AMERIC11 The term "employees" as used herein refer to all employees of Contractor as well as all employees of any subcontractor or agent of Contractor. I. CLOTHING A. All employees of Contractor will be suitably dressed to perform their duties safely and in a manner that will not interfere with their vision, hearing, or free use of their hands or feet. Specifically, Contractor's employees must wear: i. Waist -length shirts with sleeves. ii. Trousers that cover the entire leg. If flare -legged trousers are worn, the trouser bottoms must be tied to prevent catching. iii. Footwear that covers their ankles and has a defined heel. Employees working on bridges are required to wear safety -toed footwear that conforms to the American National Standards Institute (ANSI) and FRA footwear requirements. B. Employees shall not wear boots (other than work boots), sandals, canvas -type shoes, or other shoes that have thin soles or heels that are higher than normal. C. Employees must not wear loose or ragged clothing, neckties, finger rings, or other loose jewelry while operating or working on machinery. II. PERSONAL PROTECTIVE EQUIPMENT Contractor shall require its employees to wear personal protective equipment as specified by Railroad rules, regulations, or recommended or requested by the Railroad Representative. i. Hard hat that meets the American National Standard (ANSI) Z89.1 — latest revision. Hard hats should be affixed with Contractor's company logo or name. ii. Eye protection that meets American National Standard (ANSI) 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 that 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 feet of power operated tools ■ 150 feet of jet blowers or pile drivers ■ 150 feet of retarders in use (when within 10 feet, employees must wear dual ear protection — plugs and muffs) iv. Other types of personal protective equipment, such as respirators, fall protection equipment, and face shields, must be worn as recommended or requested by the Railroad Representative. III. ON TRACK SAFETY Contractor is responsible for compliance with the Federal Railroad Administration's Roadway Worker Protection regulations — 49CFR214, Subpart C and Railroad's On -Track Safety rules. Under 49CFR214, Subpart C, railroad contractors are responsible for the training of their employees on such regulations. In addition to the instructions contained in Roadway Worker Protection regulations, all employees must: i. Maintain a distance of twenty-five (25) feet to any track unless the Railroad Representative is present to authorize movements. CONTRACTOR'S RIGHT OF ENTRY Page 1 of 2 Exhibit D AGREEMENT Minimum Safety Requirements Form Approved: AVP Law 03/01/2013 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT BUILDING AiMERICK Form Approved: AVP Law 03/01/2013 a- ii. Wear an orange, reflectorized workwear approved by the Railroad Representative. iii. Participate in a job briefing that will specify the type of On -Track Safety for the type of work being performed. Contractor must take special note of limits of track authority, which tracks may or may not be fouled, and clearing the track. Contractor will also receive special instructions relating to the work zone around machines and minimum distances between machines while working or traveling. IV. EQUIPMENT A. It is the responsibility of Contractor to ensure that all equipment is in a safe condition to operate. If, in the opinion of the Railroad Representative, any of Contractor's equipment is unsafe for use, Contractor shall remove such equipment from Railroad's property. In addition, Contractor must ensure that the operators of all equipment are properly trained and competent in the safe operation of the equipment. In addition, operators must be: i. Familiar and comply with Railroad's rules on lockout/tagout of equipment. ii. Trained in and comply with the applicable operating rules if operating any by -rail equipment on -track. iii. Trained in and comply with the applicable air brake rules if operating any equipment that moves rail cars or any other railbound equipment. B. All self-propelled equipment must be equipped with a first -aid kit, fire extinguisher, and audible back-up warning device. C. Unless otherwise authorized by the Railroad Representative, all equipment must be parked a minimum of twenty-five (25) feet from any track. Before leaving any equipment unattended, the operator must stop the engine and properly secure the equipment against movement. D. Cranes must be equipped with three orange cones that will be used to mark the working area of the crane and the minimum clearances to overhead powerlines. V. GENERAL SAFETY REQUIREMENTS A. Contractor shall ensure that all waste is properly disposed of in accordance with applicable federal and state regulations. B. Contractor shall ensure that all employees participate in and comply with a job briefing conducted by the Railroad Representative, if applicable. During this briefing, the Railroad Representative will specify safe work procedures, (including On -Track Safety) and the potential hazards of the job. If any employee has any questions or concerns about the work, the employee must voice them during the job briefing. Additional job briefings will be conducted during the work as conditions, work procedures, or personnel change. C. All track work performed by Contractor meets the minimum safety requirements established by the Federal Railroad Administration's Track Safety Standards 49CFR213. D. All employees comply with the following safety procedures when working around any railroad track: i. Always be on the alert for moving equipment. Employees must always expect movement on any track, at any time, in either direction. ii. Do not step or walk on the top of the rail, frog, switches, guard rails, or other track components. iii. In passing around the ends of standing cars, engines, roadway machines orwork equipment, leave at least 20 feet between yourself and the end of the equipment. Do not go between pieces of equipment of the opening is less than one car length (50 feet). iv. Avoid walking or standing on a track unless so authorized by the employee in charge. V. Before stepping over or crossing tracks, look in both directions first. vi. Do not sit on, lie under, or cross between cars except as required in the performance of your duties and only when track and equipment have been protected against movement. E. All employees must comply with all federal and state regulations concerning workplace safety. CONTRACTOR'S RIGHT OF ENTRY Page 2 of 2 Exhibit D AGREEMENT Minimum Safety Requirements Form Approved: AVP Law 03/01/2013 2 lgbtz Tru.5t fgreemeut made this 1st day of August, 1946, by and between THE TRUST COMPANY OF CHICAGO, an Illinois corporation, (hereinafter some times called the "Trustee"), Party of the First Part, RICHARD L. CLARKE, DANIEL F. COMSTOCK, FRED W. ECKERT, H. L. LUDWIG and D. CODER TAYLOR, (hereinafter sometimes called the "Managing Trustees"), Parties of the Second Part, and the holders from time to time of the Certificates of Beneficial Interest in this Trust as hereinafter provided for, who by accepting said Certificates become parties hereto and are bound hereby (hereinafter sometimes called "Certificate Holders"), Parties of the Third Part. WITNESSETH: WHEREAS, in order to fulfill the need for additional and better housing facilities for families of moderate incomes, it has been determined to create a Trust to construct and operate a multiple unit housing project in the City of Evanston, Illinois, which will afford the advantages of economy in construction and maintenance, central management and selection of desirable tenants, as well as making possible ownership by the residents of such project of the Certificates of Beneficial Interest in the Trust hereinafter provided for; Now THEREFORE, it is hereby agreed as follows ARTICLE ONE. Title and Purposes of the Trust. 1.01. The Trust hereby established shall be known as the Sherman Garden Apartments Trust and the purpose and object of the Trust shall be to acquire, construct, own, operate and maintain a multiple dwelling unit housing project located in the City of Evanston, Illinois, in the block bounded by Sherman Avenue on the East, University Place on the South, and Emerson Street on the North, or if it should be impracticable to erect such project in such block then in such other place in the City of Evanston as the Managing Trustees may determine, in which Trust, to the extent and upon the terms and conditions hereinafter contained, the residents of the project may become and be the owners of the Certificates of Beneficial Interest. Such project may contain in addition to the actual dwelling units such garages, recreation areas, community nurseries, laundry facilities, space for mercantile establishments, and such other additional facilities as the Managing Trustees may deem conducive to the health, general welfare, comfort or convenience of the residents of the project. ARTICLE TWO. Certificates of Beneficial Interest. 2.01. The Trustee shall upon the written direction of the Managing Trustees make and deliver or cause to be made and delivered Certificates of Beneficial Interest in the Trust, (sometimes hereinafter referred to as "Trust Certificates"), such Certificates to be as nearly equal in number to the number of individual dwelling units contained or to be contained in the project as practicable. Said Certificates of Beneficial Interest shall each represent one unit in the Trust and shall be substantially in the following form: One Unit No ..................... Sherman Garden Apartments Trust Certificate of Beneficial Interest This certifies that is the owner of one unit in the Sherman Garden Apartments Trust, representing a proportionate interest in the net income, proceeds, and avails of said Trust as defined in the Trust Agreement hereinafter referred to. This Certificate and the interest represented thereby are subject to all the terms and conditions contained in that certain Trust Agreement dated the 1st day of August, 1946, creating the Sherman Garden Apartments Trust to the same extent and in the same manner and with the same force and effect as if said Trust Agreement were fully set forth herein; and by the acceptance of this Certificate the holder hereof consents and agrees to be bound by all of the terms, provisions and conditions contained in said Trust Agreement, as amended. It is expressly agreed that the holder hereof has no claim or interest, legal or equitable, in any of the property covered by or referred to in said Trust Agreement but only an interest in the net income, proceeds, and avails thereof. It is also agreed that ownership of this Certificate in and of itself does not entitle the holder hereof to a lease of a dwelling unit in or to become a resident of the housing project which is the subject of the Trust, it being understood that application for any such lease shall be subject to the approval of the Managing Trustees. After providing for all expenses, charges and taxes, and after establishing reserves in such amounts and for such purposes as the Managing Trustees may deem necessary or advisable, and after providing for payments of principal upon any indebtedness of the Trust, the Managing Trustees may declare and pay to the holders of Certificates of Beneficial Interest pro rata such distributions as the Managing Trustees may in their sole discretion determine. The determination of the Managing Trustees as to whether any distribution shall be made to the Certificate Holders and, if so, the amount of such distributions shall be conclusive and no Certificate Holder or any other person shall be entitled to question the same. In the event this Certificate shall be held for a period of more than two consecutive years by a non-resident or successive non-residents of the housing project which is the subject of the Trust, or if this Certificate shall be held by the holder or successive holders of another Cer- tificate of Beneficial Interest in the Trust for such period, this Certificate and the interest represented thereby shall at the option of the Managing Trustees referred to in said Trust Agreement be redeemable at the office of the Trustee upon thirty (30) days' prior written notice given to the registered holder hereof at his address as it appears on the records of the Trustee. 9 The redemption price shall be a sum computed by taking the entire book value of the Trust Property upon the books of the Managing Trustees as of the close of the calendar month next preceding the date of redemption and dividing such figure by the number of Certificates of Beneficial Interest outstanding on such date. If such notice of redemption shall have been given and if the Managing Trustees shall have delivered or cause to have been delivered to the Trustee, a sum sufficient to pay such redemption price, then upon the redemption date the holder hereof shall cease to be a holder of a beneficial interest in the Trust and shall be entitled only to receive said sum deposited with the Trustee, without interest, upon the surrender of this Certificate. This Certificate is freely transferable without any restraint whatsoever, but is transferable only on the books of the Trustee to be kept in the principal office of the Trustee in the City of Chicago, Illinois, by the registered holder hereof either in person or by attorney duly authorized in writing upon surrender hereof properly endorsed and in accordance with the rules established by the Trustee for that purpose. Until so surrendered the Trustee, the Managing Trustees, and all other persons dealing with this Certificate of Beneficial Interest may treat the registered holder as the owner hereof for all purposes whatsoever, any notice to the contrary notwithstanding. IN WITNESS WHEREOF the Trustee has caused this Certificate to be signed in its corporate name by one of its duly authorized officers, at Chicago, Illinois, this ................ dayof ............................................. 19......... THE TRUST COMPANY OF CHICAGO, Trustee as aforesaid and not personally. By................................ Duly Authorized Officer