AGREEMENT.PDF

Real Estate Department
UNION PACIFIC RAILROAD COMPANY
1400 Douglas Street, Mail Stop 1690, Omaha, Nebraska 68179-1690
July 30, 2013
UPRR Folder No.: 2668-53
MR WAYNE BUTCH
MARICOPA COUNTY
2901 W DURANGO ST
PHOENIX AZ 85009
Dear Mr. Butch:
Attached are duplicate originals of a Supplemental Public Highway At -Grade Crossing Improvement
Agreement. In the spaces marked by an "X", please execute or arrange for execution of the attached
documents and have the signatures witnessed or attested, as indicated. Please RETURN ALL COPIES of
the documents for execution on behalf of the Railroad Company. Your copy of the fully executed document
will be returned to you, if approved by the Railroad Company. Also, please provide a resolution or other
authorization for the party executing the documents, if necessary.
Payment in the amount of $30,239.00 is due and payable upon your execution of the agreement.
Please include your check with the return of the documents. This agreement will not be accepted by the
Railroad Company until the initial payment is received. If you require formal billing, you may consider this
letter as a formal bill.
In compliance with the Internal Revenue Services' new policy regarding their Form 1099, I certify
that 94-6001323 is the Railroad Company's correct Federal Taxpayer Identification Number and that Union
Pacific Railroad Company is doing business as a corporation.
LL
ontracts
phone: (402) 544-8620
e -mail: pgfarrell@up.com
www.up.com BUILDING AMERICA

UPRR Folder No. 2668-53
SUPPLEMENTAL
PUBLIC HIGHWAY AT-GRADE CROSSING
IMPROVEMENT AGREEMENT
BETWEEN
UNION PACIFIC RAILROAD COMPANY
AND THE
COUNTY OF MARICOPA
COVERING THE
RECONSTRUCTION, WIDENING SIGNAL
IMPROVEMENT AND PREEMPTION OF THE EXISTING
107TH AVENUE AT-GRADE PUBLIC ROAD CROSSING
AT
RAILROAD MILE POST 893.52 - PHOENIX SUBDIVISION
NEAR
CASHION (TOLLESON),
IN MARICOPA COUNTY,
ARIZONA
County Original

UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICA
UPRR Folder No.: 2668-53
UPRR Audit No.
SUPPLEMENTAL
PUBLIC HIGHWAY AT-GRADE CROSSING
IMPROVEMENT AGREEMENT
THIS AGREEMENT is made as of the day of , 20 , by and
between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, or its predecessor
in interest, with a mailing address at 1400 Douglas Street, MS 1690, Omaha, Nebraska, 68179-1690
("Railroad"), and the COUNTY OF MARICOPA, an Arizona political subdivision with a mailing
address at 2901 West Durango Street, Phoenix, Arizona 85009 ("County").
RECITALS:
By instrument dated February 5, 1982, the Southern Pacific Transportation Company and the
State of Arizona entered into an agreement (the "Original Agreement"), identified in the records of
the Railroad as Folder No. 2668-53, Lease Audit No. S192247, Deed Audit No. 61492, covering the
construction, maintenance, use and repair of the 107 th Avenue at-grade public road crossing, (DOT
No. 741-800G), at Railroad's Mile Post 893.52 on the Railroad's Phoenix Subdivision near Cashion
(Tolleson), in Maricopa County, Arizona. (hereinafter the "Roadway").
The County now desires to undertake as its project (the "Project") the reconstruction,
widening, signal improvement and preemption of the existing Roadway. The existing
aforementioned roadway, as reconstructed, widened and improved is hereinafter the "Roadway" and
where the Roadway crosses the Railroad's property is the "Crossing Area" in the location shown on
the Railroad Location Print marked Exhibit A, and specified in the Detailed Print marked Exhibit
A-1, with each exhibit being attached hereto and hereby made a part hereof.
The Railroad named herein is successor in interest to the Southern Pacific Transportation
Company and the County named herein has taken ownership and maintenance responsibilities of the
Roadway from the State of Arizona.
The right of way granted by Southern Pacific Transportation Company to the State of Arizona
under the terms of the Original Agreement is not sufficient to allow for the widening of the road
crossing constructed under the Original Agreement. Therefore, under this Agreement, the Railroad
will be granting additional right of way right to the County to facilitate the reconstruction, widening
and signal improvements and preemption of the road crossing. The portion of Railroad's property
that County needs a right to use in connection with the road crossing (including the right of way area
covered under the Original Agreement) is described in the Legal Descriptions collectively marked
Exhibit A-2, and illustrated in the Survey Prints collectively marked Exhibit A-3, with each exhibit
being attached hereto and hereby made a part hereof (the "Crossing Area").
The Railroad and the County are entering into this agreement to cover the above.
2668-53 Maricopa County @ Cashion (Tolleson), Page 1 of 7 July 23, 2013
AZ — 107th Avenue

UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT -GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICA°
AGREEMENT:
NOW THEREFORE, in consideration of the premises and of the promises and conditions
hereinafter set forth, the parties hereto agree as follows:
SECTION 1.
The exhibits below are attached hereto and hereby made a part hereof.
Exhibit A Railroad Location Print
Exhibit A-1 Detailed Print
Exhibit A-2 Legal Descriptions
Exhibit A-3 Survey Prints
Exhibit B Railroad's Track & Surface Material Estimate
Exhibit B-I Railroad's Signal Material Estimate
Exhibit B-2 Railroad's Annual Signal Maintenance Estimate
Exhibit C Railroad's Form of Contractor's Right of Entry Agreement
Exhibit D General Terms and Conditions
SECTION 2.
The Railroad, at County's expense, shall furnish all labor, material, equipment and
supervision for the Roadway improvements:
• Re-lay 320-feet of rail;
• Install 160-feet of concrete road crossing panels;
• Install Ill cross-ties;
• Install 10 carloads of ballast and other track and surface materials;
• Install automatic flashing light crossing signals with gates and cantilevers;
• Install signal preemption and other signal materials;
• Engineering, and
• Flagging.
SECTION 3.
A. The work to be performed by the Railroad, at the County's sole cost and expense, is described
in the:
• Railroad's Track & Surface Material Estimate dated April 8, 2013, in the amount of
$215,742.00, marked Exhibit B, and the
• Railroad's Signal Material Estimate dated April 4,2013, in the amount of $605,503.00,
marked Exhibit B-1,
each attached hereto and hereby made a part hereof (collectively the "Estimate"). As set
forth in the Estimate, the Railroad's combined estimated cost for the Railroad's work
associated with the Project is ($821,245.00).
B. The Railroad, if it so elects, may recalculate and update the Estimate submitted to the County
in the event the County does not commence construction on the portion of the Project located
on the Railroad's property within six (6) months from the date of the Estimate.
2668-53 Maricopa County Cashion (Tolleson), Page 2 of 7 July 23, 2013
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UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICA°
C. The County acknowledges that the Estimate does not include any estimate of flagging or
other protective service costs that are to be paid by the County or the Contractor in
connection with flagging or other protective services provided by the Railroad in connection
with the Project. All of such costs incurred by the Railroad are to be paid by the County or
the Contractor as determined by the Railroad and the County. If it is determined that the
Railroad will be billing the Contractor directly for such costs, the County agrees that it will
pay the Railroad for any flagging costs that have not been paid by any Contractor within
thirty (30) days of the Contractor's receipt of billing.
D. The County agrees to reimburse the Railroad for one hundred percent (100%) of all actual
costs incurred by the Railroad in connection with the Project including, but not limited to,
actual costs of preliminary engineering review, construction inspection, procurement of
materials, equipment rental, manpower and deliveries to the job site and all of the Railroad's
normal and customary additives (which shall include direct and indirect overhead costs)
associated therewith.
SECTION 4.
A. The County agrees to pay unto the Railroad an annual fee for maintenance of the automatic
grade-crossing protection facilities within thirty (30) days of the County's receipt of billing.
Effective as of the date of installation and use of the signal preemption facilities, the annual
fee for the maintenance of the automatic grade-crossing protection facilities shall be
EIGHTEEN THOUSAND THREE HUNDRED SIXTY DOLLARS ($18,360.00) per
annum, as indicated in the Railroad's Annual Signal Maintenance Estimate dated April 3,
2013 marked Exhibit B -2, attached hereto and hereby made a part hereof.
B. The above annual rental is based upon the number of current signal units at each location.
Effective on the first anniversary of this Agreement and on the anniversary date of each
subsequent one-year period, the annual rental will be increased at a rate based upon the
American Association of the Railroad's (AAR) signal unit cost index. Such changes in the
license fee may be made by means of automatic adjustment in billing. The signal unit base
for the annual rental may be re-determined by the Railroad Company at any time subsequent
to the expiration of five (5) years following the date on which the annual rental was last
determined or established.
SECTION 5.
A. The County, at its expense, shall prepare, or cause to be prepared by others, the detailed plans
and specifications and submit such plans and specifications to the Railroad's Assistant Vice
President Engineering — Design, or his authorized representative, for review and approval.
The plans and specifications shall include all Roadway layout specifications, cross sections
and elevations, associated drainage, and other appurtenances.
B. The final one hundred percent (100%) completed plans that are approved in writing by the
Railroad's Assistant Vice President Engineering—Design, or his authorized representative, are
hereinafter referred to as the "Plans". The Plans are hereby made a part of this Agreement by
reference.
C. No changes in the Plans shall be made unless the Railroad has consented to such changes in
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UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICAS
writing.
D. Notwithstanding the Railroad's approval of the Plans, the Railroad shall not be responsible
for the permitting, design, details or construction of the Roadway.
SECTION 6.
A. Except as set forth in this Section, the County shall not be liable to Railroad on account of
any failure of Railroad's flasher lights to operate properly nor shall Railroad have or be
entitled to maintain any action against County arising from any failure from Railroad's
flasher lights to operate properly. Similarly, Railroad shall not be liable to County on
account of any failure of County's traffic signal to operate properly nor shall County have or
be entitled to maintain any action against Railroad arising from any failure of County's traffic
signal to operate properly.
B. County reserves the right to cancel this agreement for any reason and at any time prior to
Railroad proceeding with any part of the work outlined herein.
SECTION 7.
Each party shall take all suitable precautions to prevent any interference (by induction,
leakage of electricity or otherwise) with the operation of the other party's signals or communications
lines, or those of its tenants; and if, at any time, the operation or maintenance of its signals results in
any electrostatic effects, the party whose signals are causing the interference shall, at its expense,
immediately take such action as may be necessary to eliminate such interference.
SECTION 8.
The Railroad, at the County's expense, shall maintain the crossing between the track tie ends.
If, in the future, the County elects to have the surfacing material between the track tie ends replaced
with paving or some surfacing material other than timber planking, the Railroad, at County's
expense, shall install such replacement surfacing.
SECTION 9.
A. The County, at its sole cost and expense, shall provide traffic control, barricades, and all
detour signing for the crossing work, provide all labor, material and equipment to install
concrete or asphalt street approaches, and if required, will install advanced warning signs,
and pavement markings in compliance and conformance with the Manual on Uniform Traffic
Control Devices.
B. The County, at its expense, shall maintain and repair all portions of the Roadway approaches
that are not within the track tie ends.
SECTION 10.
If County's contractor(s) is/are performing any work described in Section 4 above, then the
County shall require its contractor(s) to execute the Railroad's standard and current form of
Contractor's Right of Entry Agreement attached hereto as Exhibit C. County acknowledges receipt
of a copy of the Contractor's Right of Entry Agreement and understanding of its terms, provisions,
and requirements, and will inform its contractor(s) of the need to execute the Agreement_ Under no
2668-53 Maricopa County @ Cashion (Tolleson), Page 4 of 7 July 23, 2013
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UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICA'
circumstances will the County's contractor(s) be allowed onto the Railroad's premises without first
executing the Contractor's Right of Entry Agreement.
SECTION 11.
Fiber optic cable systems may be buried on the Railroad's property. Protection of the fiber
optic cable systems is of extreme importance since any break could disrupt service to users resulting
in business interruption and loss of revenue and profits. County or its contractor(s) shall telephone
the Railroad during normal business hours (7:00 a.m. to 9:00 p.m., Central Time, Monday through
Friday, except holidays) at 1-800-336-9193 (also a 24-hour number, 7 day number for emergency
calls) to determine if fiber optic cable is buried anywhere on the Railroad's premises to be used by
the County or its contractor(s). If it is, County or its contractor(s) will telephone the
telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for
relocation or other protection of the fiber optic cable prior to beginning any work on the Railroad's
premises.
SECTION 12.
The County, for itself and for its successors and assigns, hereby waives any right of
assessment against the Railroad, as an adjacent property owner, for any and all improvements made
under this agreement.
SECTION 13.
Covenants herein shall inure to or bind each party's successors and assigns; provided, no right
of the County shall be transferred or assigned, either voluntarily or involuntarily, except by express
prior written consent of the Railroad.
SECTION 14.
The County shall, when returning this agreement to the Railroad (signed), cause same to be
accompanied by such Order, Resolution, or Ordinance of the governing body of the County, passed
and approved as by law prescribed, and duly certified, evidencing the authority of the person
executing this agreement on behalf of the County with the power so to do, and which also will certify
that funds have been appropriated and are available for the payment of any sums herein agreed to be
paid by County.
SECTION 15.
For and in consideration THIRTY THOUSAND TWO HUNDRED THIRTY-NINE
DOLLARS ($30,239.00) to be paid by the County to the Railroad upon the execution and delivery
of this Agreement and in further consideration of the County's agreement to perform and abide by
the terms of this Agreement including all exhibits, the Railroad hereby grants to the County the right
to establish or reestablish, construct or reconstruct, maintain, repair and renew the road crossing over
and across the Crossing Area.
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UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICAS
SECTION 16. SPECIAL PROVISIONS PERTAINING TO AMERICAN RECOVERY
AND REINVESTMENT ACT OF 2009.
If the County will be receiving American Recovery and Reinvestment Act ("ARRA") funding
for the Project, the County agrees that it is responsible in performing and completing all ARRA
reporting documents for the Project. The County confirms and acknowledges that Section 1512 of
the ARRA provisions applies only to a "recipient" receiving ARRA funding directly from the federal
government and, therefore, (i) the ARRA reporting requirements are the responsibility of the County
and not of the Railroad and (ii) the County shall not delegate any ARRA reporting responsibilities to
the Railroad. The County also confirms and acknowledges that (i) the Railroad shall provide to the
County the Railroad's standard and customary billing for expenses incurred by the Railroad for the
Project including the Railroad's standard and customary documentation to support such billing and
(ii) such standard and customary billing and documentation from the Railroad provides the
information needed by the County to perform and complete the ARRA reporting documents. The
Railroad confirms that the County and the Federal Highway Administration shall have the right to
audit the Railroad's billing and documentation for the Project.
SECTION 17.
The General Terms and Conditions marked Exhibit D, are attached hereto and hereby made a
part hereof.
SECTION 18.
This agreement is supplemental to the Original Agreement, as herein amended, and nothing
herein contained shall be construed as amending or modifying the same except as herein specifically
provided.
2668-53 Maricopa County @ Cashion (Tolleson), Page 6 of 7 July 23, 2013
AZ — 107th Avenue

UNION PACIFIC RAILROAD COMPANY
PUBLIC HIGHWAY AT-GRADE CROSSING IMPROVEMENT AGREEMENT BUILDING AMERICA'
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be
executed as of the day and year first hereinabove written.
UNION PACIFIC RAILROAD COMPANY
(Federal Tax ID #94-6001323)
By:
DANIEL A. LEIS
General Director Real Estate
WITNESS: COUNTY OF MARICOPA
By
Printed Name:
Title:
2668-53 Maricopa County @ Cashion (Tolleson), Page 7 of 7 July 23, 2013
AZ — 1071h Avenue