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HomeMy WebLinkAboutE-10 Staff Report Advanced Signal Pre-Emption Agreement with Union PacificCONSENT ITEM E-10 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER FROM: DANIEL BOBADILLA, P.E., DIRECTOR OF PUBLIC WORKS/CITY ENGINEER DATE: APRIL 3, 2017 SUBJECT: AUTHORIZATION TO ENTER INTO AN ADVANCED SIGNAL PRE-EMPTION AGREEMENT WITH UNION PACIFIC FOR IMPROVEMENTS AT THE TODD AVENUE RAIL CROSSING SUMMARY: A new traffic signal at the intersection of Todd Avenue and Tenth Street has triggered improvements to the nearby rail crossing. The proposed actions will authorize the City Manager to execute the Advanced Signal Pre-Emption Agreement between the City of Azusa and Union Pacific for improvements at the Todd Avenue rail crossing. RECOMMENDATION: Staff recommends that the City Council take the following actions: 1) Approve the Advanced Signal Pre-Emption Agreement between the City of Azusa and Union Pacific; and 2) Authorize the City Manager to execute the Advanced Signal Pre-Emption Agreement, subject to any non-substantive changes by the City Attorney, on behalf of the City. DISCUSSION: Development of the new Lagunitas Brewery industrial complex on Todd Avenue prompted the need for a new traffic signal at the intersection of Todd Avenue and Tenth Street. Due to the close proximity between the new traffic signal and the rail crossing, Union Pacific requires improvements to the rail crossing. The improvements include new and upgraded rail crossing protection devices and an interconnect system to coordinate the operation of the rail crossing with the new traffic signal. Union Pacific will furnish all labor, material, equipment, and supervision of the improvements and invoice the City for 100% of the associated costs. The improvements are estimated at $251,657.00. As part of the development agreement, the developer is responsible for 100% of the traffic signal and rail crossing improvement costs. APPROVED CITY COUNCIL Date: 4/3/2017 Advanced Signal Pre-Emption Agreement with Union Pacific April 3, 2017 Page 2 The Advanced Signal Pre-Emption Agreement also includes a Contractor’s Right of Entry Agreement. The developer’s contractor will be required to execute the Right of Entry Agreement with Union Pacific for any work in the rail right of way in connection to the traffic signal improvements. FISCAL IMPACT: The proposed rail improvements are estimated at $251,657.00 with a potential change order amount of 10%, increasing the cost of improvements to $276,822.70. The developer is responsible for the costs and has provided the City with a deposit in the amount of $252,172 under trust account 5055660000-2719. Staff is working with the developer to collect the balance to cover potential change orders. Prepared by: Fiscal Impact Reviewed by: Daniel Bobadilla, P.E. Talika M. Johnson Director of Public Works/City Engineer Director of Finance Reviewed and Approved: Reviewed and Approved: Louie F. Lacasella Troy L. Butzlaff, ICMA-CM Management Analyst City Manager Attachments: 1) Advanced Signal Pre-Emption Agreement UPRR Folder No. 2916-13 ADVANCED SIGNAL PRE-EMPTION AGREEMENT _________________________________________________________________ BETWEEN THE UNION PACIFIC RAILROAD COMPANY AND THE CITY OF AZUSA COVERING THE CONSTRUCTION, MAINTENANCE & OPERATION OF A SIGNAL PRE-EMPTION FACILITY FOR THE EXISTING TODD AVENUE AT-GRADE PUBLIC ROAD CROSSING INTERSECTION (DOT NO.: 747297Y) AT MILE POST 506.35 – AZUSA INDUSTRIAL LEAD IN OR NEAR CITY OF AZUSA, LOS ANGELES COUNTY, CALIFORNIA UNION PACIFIC RAILROAD COMPANY SIGNAL INTERCONNECT AGREEMENT File Reference Articles of Agreement Page 1 of 6 Date UPRR Folder No.: 2916-13 UPRR Audit No.: ______________________ ADVANCED SIGNAL PRE-EMPTION AGREEMENT THIS AGREEMENT, made this _________ day of ____________________________, 20____, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, to be addressed at 1400 Douglas Street, MS1690, Omaha, Nebraska 68179-1690 (hereinafter "Railroad"), and the CITY OF AZUSA, a municipal corporation of the State of California with a mailing address at 213 E. Foothill Blvd., Azusa, California, 91702 (hereinafter "Political Body"). WITNESSETH: WHEREAS, Political Body desires to undertake as its project the installation of highway traffic control signals at the intersection of Railroad's track and Todd Avenue at Mile Post 506.35 Azusa Industrial Lead, Azusa, Los Angeles County, California (the "Intersection"), as shown on the Railroad Location Print, marked Exhibit A, hereto attached and hereby made a part hereof (the "Project"); and WHEREAS, Railroad has grade crossing protection devices at the Intersection; and WHEREAS, in connection with the Project, Railroad agrees to upgrade its existing grade crossing protection devices and install the necessary relays and other materials required to interconnect and coordinate the operation of said railroad grade crossing protection devices with the operation of said highway traffic control signals. Said work is to be performed at the sole expense of Political Body; and WHEREAS, Political Body and Railroad, severally and collectively, desire to interconnect and coordinate the operation of said signals. AGREEMENT: NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto to be by them respectively kept and performed as hereunder set forth, it is agreed as follows: ARTICLE 1 – LIST OF EXHIBITS Exhibit A Railroad Location Print Exhibit B Railroad Front Sheet—Design Schematic Exhibit C Stock Material Form Exhibit D Railroad Material and Force Account Work Estimate Exhibit E Form of Contractor's Right of Entry Agreement ("Right of Entry Agreement") ARTICLE 2 - SCOPE OF WORK UNION PACIFIC RAILROAD COMPANY SIGNAL INTERCONNECT AGREEMENT File Reference Articles of Agreement Page 2 of 6 Date a). Political Body and Railroad, severally and collectively, agree to interconnect and coordinate the operation of the railroad grade crossing protection devices with the operation of the highway traffic control signals at the Intersection. b). Railroad, at Political Body's expense, shall furnish all labor, material, equipment and supervision for the following work in connection with the Project: · Modification of the current railroad warning devices installed within Railroad's right of way at the Intersection, including installation of flashing light signals with gates in accordance with the design schematic marked Exhibit B, hereto attached and hereby made a part hereof (the "Designs"); · Installation of the necessary relays and other materials required to interconnect and coordinate the operation of the railroad grade crossing protection devices with the operation of the highway traffic control signals to be installed by Political Body in accordance with the Designs; · Engineering (including any preliminary engineering performed by Railroad in connection with the Project prior to the date of this Agreement); and · Flagging (collectively, the "Railroad Work"). ARTICLE 3 - CONSTRUCTION AND MAINTENANCE a). Political Body, at its expense, shall furnish all labor, material, equipment and supervision for the installation and maintenance of highway traffic control signals at the Intersection. b). Railroad hereby grants permission and authority to Political Body and/or its contractor to install the conduit with the necessary wiring on Railroad right of way on the condition that prior to performing any work on Railroad's property, Political Body enter into or cause its contractor to enter into, as applicable, a Right of Entry Agreement with Railroad. ARTICLE 4 - REIMBURSEMENT, BILLING, AND PAYMENT a). Political Body agrees to reimburse Railroad for one hundred percent (100%) of Railroad’s actual labor and material costs associated with the Railroad Work. The materials to be supplied by Railroad and the estimated cost of such materials are set forth on the Stock Material Form marked Exhibit C, hereto attached and hereby made a part hereof. Railroad estimates the cost associated with the Railroad Work to be TWO HUNDRED FIFTY ONE THOUSAND SIX HUNDRED FIFTY SEVEN DOLLARS AND NO/100 ($251,657.00) , as set for in Railroad’s Material and Force Account Estimate dated July 9, 2015, marked Exhibit D, hereto attached and hereby made a part hereof (the "Estimate"). Railroad, if it so elects, may recalculate and update the Estimate submitted to Political Body in the event work on the Project is not commenced within six (6) months after the date of the Estimate. Within one hundred twenty (120) days after Railroad has completed the Railroad Work, Railroad will submit a final billing to Political Body for any balance owed. Political Body shall pay Railroad within thirty (30) days after its receipt of any bill submitted by Railroad. b). Political Body acknowledges that the Estimate may not include any estimate of flagging or UNION PACIFIC RAILROAD COMPANY SIGNAL INTERCONNECT AGREEMENT File Reference Articles of Agreement Page 3 of 6 Date other protective service costs that are to be paid by Political Body or its contractor in connection with flagging or other protective services provided by Railroad in connection with the Project. All such costs incurred by Railroad are to be paid by Political Body or its contractor as determined by Railroad and Political Body. If it is determined that Railroad will be billing the Political Body's contractor(s) directly for such costs, Political Body agrees that it will pay Railroad for any flagging costs that have not been paid by the contractor within thirty (30) days after the contractor's receipt of billing. c). In addition to the payments set forth in Article 4 a). and b). above, in consideration of Political Body's agreement to perform and abide by the terms of this Agreement and Railroad's performance of the Railroad Work, Political Body agrees to pay Railroad an administrative fee of ONE THOUSAND DOLLARS ($1,000.00) upon the execution of this Agreement. ARTICLE 5 - TERMINATION OF AGREEMENT Political Body reserves the right to cancel this Agreement for any reason and at any time prior to Railroad proceeding with any part of the Railroad Work outlined herein. ARTICLE 6 - SIGNAL FAILURE/INTERFERENCE a). 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. b). Except as set forth in this Article 6, Political Body shall not be liable to Railroad on account of any failure of Railroad's warning devices to operate properly, nor shall Railroad have or be entitled to maintain any action against Political Body arising from any failure from Railroad's warning devices to operate properly. Similarly, Railroad shall not be liable to Political Body on account of any failure of Political Body’s traffic signal to operate properly, nor shall Political Body have or be entitled to maintain any action against Railroad arising from any failure of Political Body’s traffic signal to operate properly. ARTICLE 7 - CONTRACTOR'S RIGHT OF ENTRY AGREEMENT - INSURANCE a). If 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 work), Political Body shall require its contractor(s) to (i) execute Railroad's then current Right of Entry Agreement; (ii) obtain the insurance coverage described in Exhibit E of the current Right of Entry Agreement; and (iii) provide the insurance policies, certificates, binders and/or endorsements to Railroad that are required in Exhibit E of the current Right of Entry Agreement before allowing any of its contractor(s) and their respective subcontractors to commence any work on any Railroad property. b). Political Body acknowledges receipt of a copy of Railroad's current Right of Entry Agreement, attached hereto as Exhibit E and hereby made a part hereof, and confirms that it UNION PACIFIC RAILROAD COMPANY SIGNAL INTERCONNECT AGREEMENT File Reference Articles of Agreement Page 4 of 6 Date 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 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. 2916-13 d). If Political Body's own employees will be performing any of the Project work, Political Body may self-insure all or a portion of the insurance coverage subject to Railroad's prior review and approval. ARTICLE 8 - FIBER OPTICS 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. Political Body 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 number, 7 day number for emergency calls) to determine if fiber optic cable is buried anywhere on Railroad's property to be used by Political Body and/or its contractor(s). If it is, Political Body will telephone or shall cause its contractor to telephone the telecommunication 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 Railroad's property. ARTICLE 9 - SUCCESSORS AND ASSIGNS; ASSIGNMENT Covenants herein shall inure to or bind each party's successors and assigns; provided, however, that no right of Political Body shall be transferred or assigned, either voluntarily or involuntarily, except by express prior written consent of Railroad. ARTICLE 10 - SIGNAL SYSTEM MAINTENANCE COSTS Political Body and Railroad agree that Political Body will pay for the cost of maintenance of the automatic grade-crossing protection system as allowed in California Public Utilities Code Section 1202.2. ARTICLE 11 - REARRANGEMENT OF WARNING DEVICES UNION PACIFIC RAILROAD COMPANY SIGNAL INTERCONNECT AGREEMENT File Reference Articles of Agreement Page 5 of 6 Date If the change or rearrangement of any warning device installed hereunder is necessitated for public or Railroad convenience or on account of improvements for 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. ARTICLE 12 - FEDERAL FUNDING If Political Body will be receiving any federal funds for the Project, Political Body agrees that it is solely responsible for performing and completing all requirements, including without limitation reporting requirements, in connection with the Project and receipt of any such funding and that Railroad shall not have any responsibility in connection with the same. Political Body also confirms and acknowledges that (a) Railroad shall provide to Political Body Railroad's standard and customary billing for expenses incurred by Railroad for the Project including Railroad's standard and customary documentation to support such billing and (b) such standard and customary billing and documentation from Railroad provides the information needed by Political Body to perform and complete any such reporting requirements in connection with any federal funding. Railroad confirms that Political Body shall have the right to audit Railroad's billing and documentation for the Project. ARTICLE 13 - AUTHORIZATION OF POLITICAL BODY Political Body shall, when returning this Agreement to Railroad (signed), cause the same to be accompanied by such Order, Resolution, or Ordinance of the governing body of Political Body, passed and approved as by law prescribed, and duly certified, evidencing the authority of the person executing this Agreement on behalf of Political Body 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 Political Body. ARTICLE 14 - MODIFICATION; ENTIRE AGREEMENT No waiver, modification or amendment of this Agreement shall be of any force or effect unless made in writing, signed by Political Body and Railroad and specifying with particularity the nature and extent of such waiver, modification or amendment. Any waiver by Railroad of any default by Political Body shall not affect or impair any right arising from any subsequent default. The right of way right granted pursuant to that certain Street or Highway Indenture between Southern Pacific Company, a Delaware corporation, as Railroad's predecessor in interest, and Political Body dated August 1, 1966 and recorded in the Official Records of Los Angeles County (the "Original Agreement") and this Agreement (including the exhibits attached hereto and made a part hereof) constitute the entire understanding between Political Body and Railroad with respect to the Project and cancel and supersede any prior negotiations, understandings or agreements, whether written or oral with respect thereto. To the extent that there is any conflict between the terms and conditions of the Original Agreement and this Agreement (including the exhibits attached hereto and made a part hereof) with respect to the Project, the terms and conditions of this Agreement shall control. UNION PACIFIC RAILROAD COMPANY SIGNAL INTERCONNECT AGREEMENT File Reference Articles of Agreement Page 6 of 6 Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate on the day and year first herein written. UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (Federal Tax ID #94-6001323) By: _____________________________ Daniel A. Leis General Director – Real Estate _____________________________ ATTEST: ____________________________________ CITY OF AZUSA, a municipal corporation of the State of California By: _____________________________ Name: _____________________________ Title: _____________________________ EXHIBIT A To Advanced Signal Pre-Emption Agreement Cover Sheet for the Railroad Location Print Exhibit A Railroad Location Print EXHIBIT "A" RAILROAD LOCATION PRINT ACCOMPANYING A SIGNAL INTERCONNECT AGREEMENT/CONTRACTOR’S RIGHT OF ENTRY AGREEMENT UNION PACIFIC RAILROAD COMPANY AZUSA IND. LD RAILROAD MILE POST 506.35 AZUSA, LOS ANGELES CO., CA To accompany an agreement with the CITY OF AZUSA and its CONTRACTOR’S UPRR Folder No. 2916-13 Date: September 2, 2016 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 RR MP 506.35 (DOT 747297Y), EXHIBIT B To Advanced Signal Pre-Emption Agreement Cover Sheet for the Railroad’s Front Sheet—Design Schematic EXHIBIT C To Advanced Signal Pre-Emption Agreement Cover Sheet for the Stock Material Form EXHIBIT D To Advanced Signal Pre-Emption Agreement Cover Sheet for the Railroad’s Material Force & Account Estimate EXHIBIT E To Advanced Signal Pre-Emption Agreement Cover Sheet for the Form of Contractor's Right of Entry Agreement UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Articles of Agreement Page 1 of 4 Folder No.: 2916-13 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 (Name of Contractor) a corporation (“Contractor”). RECITALS: Contractor has been hired by the City of Azusa (“City”) to install highway traffic control signals, and at the intersection of Railroad's track and Todd Avenue at Mile Post 506.35 Azusa Industrial Lead (DOT 747297Y), Azusa, Los Angeles County, California, as such location is in the general location shown on the Railroad Location Print marked Exhibit A, attached hereto and hereby made a part hereof, which work is the subject of a contract dated , 2015, between the Railroad and the City. 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 limited to those portions of Railroad's property specifically described herein, or as designated by the Railroad Representative named in Article 4. UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Articles of Agreement Page 2 of 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 Safety Requirements 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"): 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 4B 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 __________________________, unless sooner terminated as herein (Expiration Date) 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. REMY L. STEFFER MGR TRACK MNTCE 17225 E ARENTH AVE. CITY OF INDUSTRY, CA 91748 210 232-6546 rlsteffe@up.com UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Articles of Agreement Page 3 of 4 B. This Agreement may be 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.: 2916-13 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 noncompliance. UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Articles of Agreement Page 4 of 4 ARTICLE 11 - EXPLOSIVES. 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 #94-6001323) By:______________________________________ Danielle Allen Senior Manager – Real Estate __________________________________________ (Name of Contractor) By_______________________________________ Printed Name:______________________________________ Title:_____________________________________________ UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Page 1 of 4 Exhibit B General Terms & Conditions EXHIBIT B TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT GENERAL TERMS & CONDITIONS Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING. A. Contractor agrees to notify the Railroad Representative at least thirty (30) working days in advance of Contractor commencing its work and at least thirty (30) 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), or thing(s) shall be located, operated, placed, or stored within twenty-five (25) feet of any of Railroad's track(s) at any time, for any reason, unless and until a Railroad flagman is provided to watch for trains. Upon receipt of such ten (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 Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect 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. UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Page 2 of 4 Exhibit B General Terms & Conditions 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 UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Page 3 of 4 Exhibit B General Terms & Conditions 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 shall 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. UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Page 4 of 4 Exhibit B General Terms & Conditions Section 10. WAIVER OF DEFAULT. 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. UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Page 1 of 2 Exhibit C Insurance Requirements EXHIBIT C TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT INSURANCE REQUIREMENTS 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 01 10 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 35 12 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 39 12 04 (or a substitute form providing equivalent liability coverage), with limits of at least UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Page 2 of 2 Exhibit C Insurance Requirements $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. UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Page 1 of 2 Exhibit D Minimum Safety Requirements EXHIBIT D TO CONTRACTOR'S RIGHT OF ENTRY AGREEMENT MINIMUM SAFETY REQUIREMENTS 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. UNION PACIFIC RAILROAD COMPANY CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 CONTRACTOR'S RIGHT OF ENTRY AGREEMENT Form Approved: AVP Law 03/01/2013 Page 2 of 2 Exhibit D Minimum Safety Requirements 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 hy-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 or work equipment, leave at least 20 feet between yourself and the end of the equipment. Do not go between pieces of equipment of the opening is less than one car length (50 feet). iv. Avoid walking or standing on a track unless so authorized by the employee in charge. v. Before stepping over or crossing tracks, look in both directions first. vi. Do not sit on, lie under, or cross between cars except as required in the performance of your duties and only when track and equipment have been protected against movement. E. All employees must comply with all federal and state regulations concerning workplace safety.