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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
×
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
×
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
×
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
×
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
×
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
×
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
×
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
×
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
×
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
×
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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Suggested Citation:"Appendix C - Model Agreements." National Academies of Sciences, Engineering, and Medicine. 2010. Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads. Washington, DC: The National Academies Press. doi: 10.17226/14438.
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100A P P E N D I X C Model AgreementsBackground The model agreements in this appendix represent composites incorporating provisions of model agreements collected from various highway agencies and railroads. Included are addi- tional provisions intended to institutionalize the model prac- tices that have been described elsewhere in this report. These models draw heavily from existing agreements, such as those used by the Iowa, Florida, and Illinois DOTs and the Idaho Transportation Department. The Iowa DOT has successfully used model agreements with Union Pacific Railroad and BNSF Railway, the two largest railroads nationally. The wide acceptance of its agreements provides a tested example of sample agreements agreeable to both the railroads and the highway agencies. It is not expected that any of the proposed model agree- ments would be accepted verbatim by a highway agency and the railroads with which it operates. However, these agree- ments provide a comprehensive list of provisions that, if adopted, would streamline the agreement process while pro- tecting the rights and obligations of both the highway agen- cies and the railroads. These are offered as generic, basic structures that can be modified to meet the legal requirements and accepted contracting processes of individual agencies and railroads. The following are provided: • Partnering Memorandum of Understanding. This non- binding agreement is offered as a shared statement- of-intent for how the highway agency and the railroad choose to coordinate. It is intended to clarify common understandings, outline expected performance, create shared vocabulary, and create a shared definition of suc- cess. Its usefulness includes requiring both parties to clearly define their expectations and to preserve continu- ity of performance despite continual turnover of staff.• Master Project Agreement. This legally binding agree- ment summarizes the “boilerplate” that is common to nearly all individual project agreements. Its acceptance by both parties allows its provisions to be incorporated by ref- erence into all following agreements, thereby minimizing time and effort. The master project agreement also can be the contractual vehicle for the highway agency to fund activities at the railroad, such as paying for dedicated per- sonnel, authorizing preliminary engineering reviews, or compensating the railroad for general staff activities con- ducted in support of the partnering process. • Preliminary Engineering Agreement. Foundational to most projects is the conduct of preliminary engineering activities, such as the review of plans, the coordination of field reviews, the sharing of design provisions, and the review of calculations and other design inputs. The model preliminary engineering agreement is intended to expedite the authorization of preliminary engineering on any typical project. It is set up so that brief project details can be inserted into a standard preliminary engineering agreement to quickly authorize engineering reviews to begin. • Resurfacing Agreements. Two standard resurfacing agree- ments are provided: one for federally funded projects and one for state-funded projects. These agreements standard- ize and simplify the common need to resurface highway sec- tions that include railroad crossings. The crossing surfaces create unique issues that require the railroad to use its forces or its contractors to improve the crossing surface to create smooth transitions to the adjacent pavement sections. • Highway Overpass Agreement. Less common than prelim- inary engineering or resurfacing projects, but still relatively frequent, are projects that build new or repair existing over- head railroad structures. These projects can create particu- larly important safety and operational requirements because of the need for construction personnel and equipment to

101function immediately adjacent to or above the operating envelop of the active rail line. The overhead structure agreement includes standard provisions to streamline and make routine the development of agreements to allow overhead work. • Warning Devices Agreement. Warning devices—for exam- ple, gates and lights—are regularly installed, maintained, improved, and replaced. A standard agreement between thehighway agency and the railroad makes such projects rou- tine and expedites the process. • Pipe and Wire Agreement. This type of agreement is required for the installation, construction, or maintenance of drainage pipes, pipelines, utility lines, and other linear structures that intersect a railway. The frequency of pipe and wire projects has led to standardized agreements and approaches to construction and maintenance.

102Partnering Memorandum of Understanding The partnering memorandum of understanding (MOU) is intended to clarify the way in which the highway agency and the railroad choose to conduct their project-review activities. There are several benefits to developing a formal memorandum of understanding, including the following: • The act of agreeing on language that explains how the project-agreement process should work requires both parties to agree on a commonly recognized process that they acknowledge to be efficient, logical, and mutually beneficial. • The MOU can serve as a training tool for new staff, or for staff who only occasionally are involved with railroad/highway coordination efforts. • It creates a common set of expectations and common definitions for both parties. • It creates a sense of legitimacy and formality to both parties’ efforts to cooperate. Such legiti- macy can be useful to the involved staff personnel on both sides as they seek the cooperation of co-workers to continue the ongoing efforts to expedite and streamline the review process. • It is not a contract or a legally binding commitment; therefore, an MOU can be executed at lower levels of the organization. Although not legally binding, such an MOU serves the role of providing clarity and understanding for the highway and railroad liaison personnel as to how they choose to interact with one another. • MOUs and other formal documents serve to create a structure in which a formal process- improvement or continuous-improvement ethos can thrive. The MOU provides a baseline of performance against which actual ongoing performance can be measured. • The act of developing an MOU requires both parties to formally express a desire to cooperate, which provides a foundation for future cooperative activities.

103MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF TRANSPORTATION AND THE CORPORATION THIS MEMORANDUM OF UNDERSTANDING is entered into this day of , 20 , between the Department of Transportation and the Corporation. Section 1: Background and Objectives WHEREAS, the Department of Transportation, hereinafter called the DEPARTMENT, desires to efficiently and economically administer highway improvement projects that involve railroad properties; WHEREAS, the Corporation, hereinafter called the RAILROAD, desires to cooperate with the DEPARTMENT on highway improvement projects that affect railroad rights-of-way; WHEREAS, the DEPARTMENT and the RAILROAD, jointly known as the PARTIES, recognize the mutual benefits to public safety and efficiency that result from the operation of the public highway network and the national railroad network; WHEREAS, both recognize the importance of maintaining the safety of the traveling public at all times, particularly when highway improvement and maintenance projects involve railroad rights-of-way; WHEREAS, the PARTIES recognize the importance of maintaining at all times the safe, reliable, and predictable operations of the RAILROAD; WHEREAS, both recognize that mutually identified project management and project review practices can reduce both the project review times and project review costs of projects that involve highways and railroads; WHEREAS, both the RAILROAD and the DEPARTMENT expect, through the normal course of highway improvement and maintenance activities, that the DEPARTMENT will desire to repeatedly execute legal agreements, contracts, the approval of engineering plans, specifications, and estimates in the pursuit of an annual program of highway maintenance and improvement; WHEREAS, the PARTIES desire to execute such agreements, contracts, engineering plans, specifications, and estimates in an expeditious and cost-effective manner while preserving the full rights of both PARTIES; WHEREAS, both PARTIES experience staff turnover with the concurrent loss of experience that they seek to address by documenting their understandings, agreements, and mutually agreed-upon practices into a body of institutional knowledge; WHEREAS, both PARTIES acknowledge that the other PARTY incurs significant expense in terms of staff time, professional fees, and project delays when agreements are not approved in a timely fashion. NOW, THEREFORE, be it resolved that the DEPARTMENT and the RAILROAD enter into this MEMORANDUM OF UNDERSTANDING on to commemorate and memorialize their intention to coordinate their activities involving highway and railroad project agreements to the common benefit of both PARTIES, the taxpayer, and the RAILROAD’S shareholders. Section 2: Partnering Both PARTIES agree to operate in a cooperative fashion of Partnering, which includes both PARTIES’ acknowledgment of the rights, responsibilities, and institutional obligations of the other while also attempting to positively and constructively assist the other with the development of agreements, plans, specifications, and estimates to enable the ongoing maintenance and repair of highway facilities. Section 3: Appointment of Liaisons A. Both PARTIES agree to respectively appoint an employee, herein called the LIAISON, who will serve as the primary point of contact for their respective organizations and will, in regard to highway projects involving railroads, serve to coordinate all activities between the two organizations. B. The LIAISONS in both agencies shall agree to coordinate efforts to identify a mutually agreeable process by which all activities necessary to effectuate a highway project involving the railroads shall be identified, documented, and mutually agreed to by both PARTIES. Section 4: Preliminary Project Notice A. The DEPARTMENT agrees that, as early as reasonably possible during the course of developing a highway improvement project or maintenance activity that involves a railroad right-of-way, it will give prompt notice to the RAILROAD of its proposed project or activity. This first notice shall be known as the Preliminary Project Notice.

104B. The Preliminary Project Notice will be at the stage of initially programming or officially entering into activities within the DEPARTMENT to encumber funds, receive federal approval, begin formal planning activities, or otherwise commencing the expenditure of significant staff time or preliminary development activities on a proposed highway improvement project or maintenance activity that involves a railroad property. C. The Preliminary Project Notice will include information regarding the type, location, timing, schedule, and estimated cost of the project or maintenance activity. The type, nature, and estimated timing of RAILROAD reviews, comments, approvals, or participation requested by the DEPARTMENT will be included in the preliminary notice. D. Within 30 calendar days of receipt of the DEPARTMENT’S Preliminary Project Notice, the RAILROAD will respond by acknowledging the receipt of the DEPARTMENT’S notification. The RAILROAD will attempt in its response to advise the DEPARTMENT as to whether it has known intentions at the location or proximate to the location of the project or maintenance activity that would necessitate the alteration or expansion of its railroad facilities that could require a significantly different highway cross section, bridge type, bridge size and span length, vertical or horizontal clearance, substantial utility relocation, or alteration of drainage structures that could cause the highway cross section or bridge type to be significantly different from what exists at the time of the Preliminary Project Notice. E. The DEPARTMENT acknowledges in this MEMORANDUM OF UNDERSTANDING that such notice from the RAILROAD is a nonbinding preliminary notice for which the RAILROAD has no subsequent liability of any kind. Both PARTIES acknowledge that the RAILROAD’S plans subsequently may change during the course of the project’s development and that the preliminary notice shall not restrict the RAILROAD’S ability to later provide notice of its need to alter the proposed highway cross section, bridge type, span length, span type, drainage structure, utilities, or other features of the proposed project. The DEPARTMENT acknowledges that the preliminary notice of RAILROAD intentions may be incomplete and may be subsequently altered by additional information, plans, business developments, local zoning, local development, customer requirements, or other factors that could cause the parameters of the preliminary RAILROAD notice to change. Section 5: Preliminary Engineering Agreements A. Subsequent to the Preliminary Project Notice and prior to further development of the project or maintenance activity which could require RAILROAD review, comment, or approval, the DEPARTMENT and RAILROAD shall enter into a PRELIMINARY ENGINEERING AGREEMENT. This PRELIMINARY ENGINEERING AGREEMENT shall include mutually agreeable provisions for compensating the RAILROAD for its expenses in relation to the review of plans, specifications, and estimates. Both PARTIES commit themselves to a good-faith effort to develop a mutually agreeable standard PRELIMINARY ENGINEERING AGREEMENT that can be used to efficiently and economically authorize PRELIMINARY ENGINEERING activities. B. The RAILROAD commits to developing a PRELIMINARY ENGINEERING process that compensates for the RAILROAD’S actual direct and indirect costs but that does not include profit or other costs beyond actual direct and indirect costs. C. The RAILROAD agrees to retain all records of its PRELIMINARY ENGINEERING costs related to such agreements for a period of at least three years and to provide the DEPARTMENT access to those records for periodic audits of its costs as agreed to by both PARTIES. Section 6: Project Tracking Process A. The DEPARTMENT and RAILROAD mutually agree that a Project Tracking Process will be used to inform the PARTIES, assess the status, identify pending notifications, enumerate outstanding issues, and track milestones relevant to the approval of DEPARTMENT projects that involve the RAILROAD. The Project Tracking Process will be documented and agreed to in writing by both PARTIES as an addendum to this MEMORANDUM OF UNDERSTANDING. B. The DEPARTMENT agrees that it will publish a Project Development Process, known as the PDP, which will be a written description of the stages of development through which various categories of projects progress from programming to construction closeout. At a minimum, the DEPARTMENT will publish Project Development Processes for projects including: a. Resurfacing projects that involve railroad rights-of-way; b. The construction of overpass projects in which highways are grade separated above railroad rights-of-way; c. The maintenance or repair of projects that pass over railroad rights-of-way; d. Parallel encroachment projects in which parallel or adjacent highways are repaired, improved, or maintained and that encroach on or involve railroad rights-of-way; and e. Safety improvement projects in which lights, gates, or other safety appurtenances are installed at highway/railroad crossings. C. Both PARTIES agree that the Project Tracking Process will at a minimum include a process for documenting project status at each stage of the Project Development Process for various categories of projects that involve railroad rights-of-way. D. The Project Tracking Process will exist in an electronic format that is accessible to both PARTIES for the mutual understanding of the status of each project under development that involves railroad rights-of-way.

105Section 7: Central Repository A. The DEPARTMENT and RAILROAD mutually agree to have the records of all pending projects, their status, outstanding issues, expected construction dates, and other information from the Project Tracking Process included in a Central Project Repository created by the DEPARTMENT. The Central Project Repository will be an electronic document storage and retrieval system that includes a record of all pending projects and all past projects developed since the creation of the Central Project Repository. B. The function of the Central Project Repository will be to provide a complete and accessible record of each highway project that involves a railroad. The DEPARTMENT shall provide “read only” access to the RAILROAD LIAISON and other mutually agreed personnel of the RAILROAD so that the RAILROAD can remain apprised of project-status information for projects requiring RAILROAD approvals. Past agreements, project plans, construction drawings, and other records shall be retained in the Central Repository to serve as a record of past decisions and also as a resource for the PARTIES to rely on when developing new projects. Section 8: Project Status Conferences A. The DEPARTMENT and RAILROAD mutually agree that a Project Status Conference will be conducted at a mutually agreeable time approximately every 30 days to discuss the status, progress, pending notifications, outstanding issues, and other information relevant to the pending projects under development by the DEPARTMENT that involve the RAILROAD. B. The Project Status Conference can be conducted in person or by electronic means at the mutual consent of the PARTIES. Both PARTIES mutually agree to provide all necessary information and availability of personnel to address project status issues pertinent at the time of the Project Status Conference. Section 9: Timely Responses A. Both PARTIES agree that each will attempt to provide responses to questions, submittals, notices, requests, and comments within 30 calendar days. Both PARTIES agree to attempt to the best of their reasonable ability to provide responses to proposed agreements within 60 days. B. Both PARTIES agree that they will track actual performance in the Project Tracking Process as to the response time for questions, submittals, notices, requests, comments, and proposed AGREEMENTS. These actual response times in comparison to desired response times may later be subject to discussion and process-improvement efforts by the PARTIES. Section 10: Stages for Review Both PARTIES agree to identify the desired stages of project review and coordination that they mutually agree to for various types or categories of projects. The DEPARTMENT will submit to the RAILROAD appropriate and available engineering plans regarding projects and proposed maintenance activities at least at the milestones—as practical and appropriate for the individual projects—of: a. Preliminary Project Notice; b. 30% plan completion; c. 60% plan completion; d. 90% plan completion; e. Prior to contractor authorization; and f. Project completion. Section 11: Staff Training A. The DEPARTMENT shall require all highway design staff and consultant engineers who serve as principal design engineers on projects that involve the RAILROAD to be familiar with and experienced in the design standards as published, if any, of the RAILROAD. The DEPARTMENT agrees to provide training to project-development personnel on the basic railroad provisions to be incorporated into the various categories of projects that involve the RAILROAD. B. Likewise, the RAILROAD will make available its appropriate personnel for training deemed appropriate by the DEPARTMENT staff for the RAILROAD personnel to be familiar with the processes, practices, and expectations of the DEPARTMENT. Section 12: Escalation Procedure A. As provided in Section 9, the RAILROAD will make all reasonable attempts to provide relevant and complete comments within 30 days to all project submittals and within 60 days on all proposed agreements. B. Both PARTIES agree to develop an Escalation Procedure to resolve issues that have not been resolved within the time frames stated above. This Escalation Procedure is acknowledged by both PARTIES to be a constructive and reasonable means by which issues that cannot be resolved by the DEPARTMENT and RAILROAD LIAISONS within

106the agreed-upon milestones can be promptly addressed. Both PARTIES acknowledge that the inability of either PARTY to meet the agreed-upon milestones does not by itself represent an act of bad faith. Also, both PARTIES acknowledge that the implementation of the Escalation Procedure to resolve an issue does not constitute a breach of the spirit of Partnering in which both have agreed to operate. Both acknowledge that the reliance on the Escalation Procedure is an efficient and timely means to resolve an issue that may involve complexities or levels of authority that cannot be addressed by the LIAISONS in a timely manner. Section 13: Performance Measurement A. Both PARTIES agree to jointly develop a process and reporting format for compiling from the Project Tracking Process records of the desired and actual review and response times for comments, questions, engineering drawings, legal agreements, and other correspondence submitted by the DEPARTMENT to the RAILROAD and from the RAILROAD to the DEPARTMENT. B. Both PARTIES also agree to develop a process to track the actual times from the Preliminary Project Notice to the various stages of project development, including the following: a. Authorization of PRELIMINARY ENGINEERING AGREEMENT; b. Response to 30% plan submittals; c. Response to 60% plan submittals; d. Response to 90% plan submittals; e. Response to contractor notification; f. Response to project completion; and g. Other milestones as mutually agreed to by both PARTIES. C. Both PARTIES agree that the time frames to produce these reviews and comments will be recorded and used as the basis for measurement of the success of the Partnering process. Both PARTIES acknowledge that the measuring of such milestones is a constructive and mutually beneficial process. Both PARTIES agree to use the data for self- evaluation of their own processes, practices, procedures, training programs, business processes, and other activities that affect the highway/railroad project review process. D. The LIAISONS from the DEPARTMENT and the RAILROAD shall address in their monthly meetings the accuracy of the current performance measures and take continuous actions to keep the performance data current. The LIAISONS shall take steps as mutually agreed upon to meet the time frames for comments, reviews, approvals, and other actions within their respective control. Section 14: Annual Meeting A. The DEPARTMENT and the RAILROAD agree to meet with appropriate personnel in a joint meeting at least annually to identify successful practices and process-improvement opportunities. Both PARTIES will convene at a mutually agreed upon time and location. Each PARTY will identify agenda topics that it believes are pertinent to the continuous improvement of the project-review and project-approval process. Both PARTIES agree to provide the necessary and relevant personnel to discuss and advance adoption of continued innovations, practices, processes, agreements, standards, and specifications that can result in the continued improvement of the project review process. B. Both PARTIES agree to produce minutes of the annual joint meeting that clearly identify areas of possible process improvement. The identification of follow-up activities shall be noted with the identification of individuals assigned to pursue the process improvements. C. Both PARTIES commit themselves to an ongoing effort of Continuous Improvement, which is hereby defined as an iterative series of steps that are taken with the intention to further reduce the cost, time, and administrative effort of the Project Review Process without reducing the quality of engineering plans, legal agreements, audit records, infrastructure conditions, or public safety while meeting the legal requirements of both PARTIES. D. The Annual Meeting will be approached by both PARTIES as a forum for the identification of Continuous Improvement opportunities. Both PARTIES also agree to use the Annual Meeting to identify any changes in statutes, regulation, and DEPARTMENT or RAILROAD processes that could affect the agreed-upon Project Review Process. Section 15: Standard Agreements A. The RAILROAD and the DEPARTMENT mutually agree to take good-faith efforts to develop a series of STANDARD PROJECT AGREEMENTS. These STANDARD PROJECT AGREEMENTS will incorporate the usual and customary legal provisions and protections that both PARTIES would reasonably expect to include in such agreements that are required to effectuate construction and maintenance activities of highways which involve railroads. The PARTIES mutually agree to develop these STANDARD AGREEMENTS to reduce their costs, to reduce legal review times, to standardize their approaches, and to generally streamline the development of agreements necessary for the effectuation of highway/railroad construction projects and maintenance activities.

107B. The PARTIES expect to attempt to develop for their mutual benefits the following agreements: a. A MASTER AGREEMENT that includes standard provisions and protections which address insurance require- ments, preliminary engineering, indemnification, due notice, contractor requirements, flagging, and other provi- sions that are usually and customarily common to all projects; b. A PRELIMINARY ENGINEERING AGREEMENT that includes standard contractual provisions for the authoriza- tion of preliminary engineering activities and for the payment, audit, and review of the subsequent engineering activities; c. A RESURFACING AGREEMENT that includes the usual and customary provisions necessary for the conduct of highway resurfacing projects that affect highway/railroad grade crossings; d. A GRADE SEPARATION AGREEMENT that includes usual and customary provisions common to legal agree- ments necessary for the construction of highway structures that separate a highway over a railroad right-of-way; e. A GRADE CROSSING SAFETY AGREEMENT that includes the usual and customary provisions necessary to effectuate a project to improve the safety of a highway-railroad grade crossing by means of installation of warning lights, safety gates, or other devices; f. A PIPE AND WIRE AGREEMENT that includes the usual and customary provisions necessary to install, maintain, remove, or otherwise affect utility devices such as pipes, pipelines, utility lines, overhead wires, or other similar appurtenances that may exist on railroad rights-of-way. Section 16: Update of Memorandum A. Both PARTIES agree to review the provisions of this MEMORANDUM OF UNDERSTANDING on a biennial basis, or sooner at the request of either PARTY. B. Both PARTIES agree to make good-faith efforts to amend, rescind, and append provisions as mutually identified for the continuous improvement of the highway/railroad agreement process, as necessitated by the adoption of new statutes, regulations, business practices, market conditions, or other factors. Section 17: Preemption and Exclusivity A. Nothing in this MEMORANDUM OF UNDERSTANDING is to be interpreted as abrogating, supplanting, invalidating, amending, or otherwise altering any statute, regulation, contract, policy, executive order, labor agreement, court decree, or other binding requirement on either the DEPARTMENT or the RAILROAD. Nothing in this MEMORANDUM OF UNDERSTANDING shall be construed to obligate either PARTY to any contract, expense, liability, obligation, contingency, or liability not expressed in this MEMORANDUM OF UNDERSTANDING. B. Both PARTIES acknowledge that this MEMORANDUM OF UNDERSTANDING is a statement of intent to clarify the roles, responsibilities, practices, and schedules that both desire to pursue in order to mutually and continually improve the highway/railroad project review process. Signed this day of 20 by: RAILROAD DEPARTMENT By: By: Title: Title: Date: Date:

108Master Project Agreement The master project agreement includes standard legal provisions that are common to nearly all projects and incorporates them into one overall agreement between the railroad and the high- way agency. Through this agreement, the highway agency agrees to make these provisions com- mon to all projects and maintenance activities that involve railroad rights-of-way. Through this means, the railroad can expedite reviews of individual agreements, because it is assured that its basic concerns already have been programmatically addressed on all projects with the highway agency. As a result, the railroad and highway agency need to only negotiate details unique to a particular project. The master project agreement also can be a means by which ongoing payments to the railroad can be made for activities that may not be unique to any particular project. Costs for partnering activities, engineering reviews of standard drawings, or the development of training programs are examples of costs that could be covered in a master project agreement without having to be assigned to a specific project. The master project agreement is intentionally designed to stand apart from the partnering memorandum of understanding. The partnering MOU generally describes how the agency and railroad liaisons operate and interact with each other. The activities covered by the MOU gen- erally occur at a lower staff level and do not require legally binding contracts, exchange of pay- ments, or incurring of obligations by either party. Therefore, the partnering activities in the MOU express means by which the parties intend to interact for their mutual benefit. In the master project agreement, legally binding commitments are made. They relate to the payment of fees for preliminary engineering, the agreement to impose contract provisions on construction contractors, and the obligation of the highway agency to perform certain functions on a regular basis. Therefore, the master project agreement is a legal mechanism to allow for the expenditure of funds and the imposition of binding agreements.

109MASTER AGREEMENT FOR STATE AND LOCAL HIGHWAY IMPROVEMENTS INVOLVING RAILROADS This Master Agreement is entered into on this day of 20 between the Department of Transportation and the Corporation, to be known individually in this Agreement as the “DEPARTMENT” and the “RAILROAD,” respectively, or to be known jointly as the PARTIES. Section 1: Background WHEREAS, the DEPARTMENT is duly authorized by the statutes of the State of to plan, build, and maintain a state highway network for the safety, convenience, and economic well-being of the state’s citizenry, communities, and businesses, as well as serving as a vital link in a national highway network; WHEREAS, the RAILROAD is a duly authorized corporation that operates railroad facilities which are essential to the movement of freight and passengers, both within the State of and as part of a transcontinental rail network; WHEREAS, the highways maintained by the DEPARTMENT routinely intersect either above, below, or at-grade to the facilities of the RAILROAD; WHEREAS, both the DEPARTMENT and the RAILROAD agree to cooperate to ensure the safe, efficient, and economical movement of people and freight along both the highway and railroad networks; WHEREAS, both the DEPARTMENT and the RAILROAD agree that it is in the best interests of the taxpayers of the State of and the shareholders and customers of that the DEPARTMENT and the RAILROAD proceed expeditiously, economically, and comprehensively with projects to improve crossings involving highways and railroads; WHEREAS, the DEPARTMENT and the RAILROAD anticipate that increasing volumes of passenger and freight traffic are likely on both the highway and the railroad network; WHEREAS, the DEPARTMENT and the RAILROAD agree that each project that improves or maintains a highway–railroad crossing requires the careful consideration of important engineering, safety, environmental, right-of- way, utility, hydrologic, and railroad-operating considerations; WHEREAS, the DEPARTMENT and the RAILROAD agree that each project requires a project agreement to ensure the ability of both entities to conduct their required due diligence and to ensure mutual understanding; WHEREAS, the DEPARTMENT and the RAILROAD agree that they routinely are exchanging compensation, rights- of-way, staff expenses, engineering expenses, legal fees, and other assets in the course of their project negotiations, their planning, their mutual consultations, their construction, and their maintenance activities addressing highway–railroad crossings; WHEREAS, the DEPARTMENT and the RAILROAD desire to enter into this MASTER AGREEMENT for their mutual benefit and for the benefit of the taxpayers of , the traveling public, the communities served by both PARTIES, and the customers and shareholders of the RAILROAD. NOW, THEREFORE, the DEPARTMENT and RAILROAD agree to be parties to this MASTER AGREEMENT, which shall consist exclusively of the provisions enumerated below. Section 2: Applicability of Statutes 1. Nondiscrimination The RAILROAD and all of its agents who participate in the project shall comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 USC 2000d–42 USC 2000d-4, and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of Secretary, Part 21—to the end that no person in the United States shall discriminate on the basis of race, color, national origin, or sex. Also, no person shall be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity in the performance of this AGREEMENT. The RAILROAD shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DEPARTMENT-assisted contracts. Failure by the RAILROAD to carry out these requirements is a material breach of this AGREEMENT, which may result in termination of this contract or such other remedy as deemed appropriate. 2. Ethics Requirements The RAILROAD and all of its agents who participate in this project shall comply with the State of statutes and requirements as expressed in Amendment governing the conduct of behavior of government employees and the vendors, contractors, agents, and other parties with whom they directly or indirectly do business on behalf of the State of .

110Section 3: Preliminary Engineering 1. Definition “Preliminary engineering” shall be defined for the purposes of this agreement as all activities related to the planning, design, review, evaluation, environmental consideration of, legal review of, public involvement for, or consultation involving a specific highway maintenance or construction project or program of projects that would result in some physical or operational effect on any facilities under the ownership or effective control of the RAILROAD. 2. Standard Agreements The PARTIES agree to adopt a specific and mutually agreeable STANDARD PRELIMINARY ENGINEERING AGREEMENT that will address the provision of preliminary engineering reviews by the RAILROAD for projects of the DEPARTMENT, and to address compensation to the RAILROAD for those reviews and all related activities. The STANDARD PRELIMINARY ENGINEERING AGREEMENT shall contain the standard provisions, protections, and procedures that are mutually agreeable to the PARTIES as they relate to preliminary engineering reviews. The STANDARD PRELIMINARY ENGINEERING AGREEMENT can be modified by inclusion of a general description of the individual project to be addressed for preliminary engineering. 3. Timely Agreements The PARTIES agree to execute a PRELIMINARY ENGINEERING AGREEMENT upon notification by the DEPARTMENT to the RAILROAD that a project may affect railroad rights-of-way, operations, or equipment. The PARTIES agree that they will attempt to execute a PRELIMINARY ENGINEERING AGREEMENT within 30 days of adequate notification of the RAILROAD by the DEPARTMENT. Adequate notification will consist of formal transmittal by letter of summary information as to the location, type, scope and duration of the project requiring review, as well as a copy or reference to the STANDARD PRELIMINARY ENGINEERING AGREEMENT. 4. Auditable Records The RAILROAD will keep accurate and auditable records regarding its preliminary engineering expenses that will be made available on request to the DEPARTMENT or its designees or to representatives from the FEDERAL HIGHWAY ADMINISTRATION. The RAILROAD agrees to provide sufficiently detailed statements of its expenses no more frequently than every thirty (30) days and no less than every ninety (90) days during the course of the preliminary development phase of the project. 5. Prompt Payment The DEPARTMENT shall reimburse the RAILROAD for its complete preliminary development expenses, including both direct costs and suitable and customary indirect or overhead expenses. The DEPARTMENT will reimburse the RAILROAD within 30 days of submittal of a complete and accurate billing. 6. Standard Rates The PARTIES agree to attempt to develop to the best of their reasonable ability standard billable rates that are intended to simplify both the estimating of preliminary engineering expenses and the auditing of the preliminary engineering reimburse- ment submittals. These rates can be reviewed for amendment on at least an annual basis on a request by one of the PARTIES. These rates shall be devised in accordance with eligible overhead expenses as included within the Federal Acquisition Regulations System as published by U.S. General Services Administration and applicable to Federal Aid transportation projects funded by programs in Title 23 of the U.S. Code. In addition to reporting its actual direct rates and overhead rates, the RAILROAD shall include full but succinct accounting of actual expenses related to travel, materials, documentation, personnel, or other expenses directly attributable to the preliminary engineering review. 7. Timely Responses The RAILROAD shall attempt to make every reasonable effort to provide formal comments to the DEPARTMENT within thirty (30) calendar days of receipt of a preliminary engineering submittal for review. 8. Limitations Approval of a STANDARD PRELIMINARY ENGINEERING AGREEMENT does not obligate either PARTY to the construction, funding, or approval in any way of the project, maintenance activity, or action described in the agreement. 9. Process Review and Improvement Mechanism The RAILROAD agrees to provide personnel to meet at least annually with the DEPARTMENT to review the timeliness of submittals and responses and to consider remedies to improve the reliability and predictability of preliminary engineering reviews. Section 4: Project Agreements 1. Individual Project Approvals The PARTIES agree to approve a separate PROJECT AGREEMENT before any individual project proceeds from preliminary engineering into construction. Similarly, the PARTIES agree that the DEPARTMENT shall not conduct or

111have anyone conduct on its behalf any maintenance or construction activities involving railroad rights-of-way without specific, written approval of the RAILROAD. Any needed or proposed changes to construction plans identified after the initial RAILROAD approval shall require the review and approval by the RAILROAD. 2. Special Construction Provisions The DEPARTMENT agrees that the SPECIAL PROVISIONS FOR CONSTRUCTION shall be included in all construction documents, plans, and specifications. These SPECIAL PROVISIONS will be updated periodically by the RAILROAD, which shall give the DEPARTMENT at least six (6) months’ notice before requiring the modified SPECIAL PROVISIONS to be included in construction documents, plans, and specifications. The DEPARTMENT agrees that it will allow no contractors, in-house forces, or any other party to enter railroad rights-of- way or to proceed in any manner that would affect railroad property or operations without at least thirty (30) days’ advance notification to the RAILROAD. 3. Financial Obligation The DEPARTMENT agrees that its construction and maintenance activities shall not obligate the RAILROAD to incur any expenses beyond those specifically required by Section of Title 23 of the U.S. Code and by state statute , or those required by any order of a state Commission, or which are included in an agreement between the PARTIES. 4. Flagging The DEPARTMENT agrees to notify the railroad in writing at least thirty (30) days in advance of activities on or immedi- ately adjacent to RAILROAD property. In the event that the RAILROAD determines that “flagging” services will be required for the safety of railroad operations, the DEPARTMENT shall bear the cost of such flagging operations, including indirect and overhead costs. The RAILROAD will make every reasonable effort to provide flagging to accom- modate the construction or maintenance schedule called for in the project plans. Both PARTIES agree to cooperate and to require the cooperation of any contractors, in-house forces, or other individuals under their direction in regard to the safe and prompt provision of flagging services. The RAILROAD acknowledges that the provision of timely flagging services is necessary for the timely and economical execution of public projects. The DEPARTMENT acknowledges that the railroad must reasonably allocate limited flagging services across its network. Both PARTIES agree to cooperate as to the timeliness and availability of flagging services. The DEPARTMENT agrees to halt construction activities if flagging services become temporarily unavailable, without seeking redress for construction-delay claims or other claims. Both PARTIES agree that the timeliness and effectiveness of flagging services will be reviewed periodically and that steps will be considered to remedy repeated delays in projects caused by a lack of flagging resources. 5. Insurance The DEPARTMENT agrees to require as part of any contract documents, plans, or specifications that the contractor shall provide railroad protective liability insurance in the amount of $5,000,000 for combined single limit per occurrence of bodily injury, death, and property damage, with an aggregate limit of $10,000,000 applying separately annually, as set forth in Federal-Aid Policy Guide, Chapter 1, Subchapter G, Part 646, Subpart A (23 CFR 646A). The form of the insurance and its carrier shall be acceptable to the Parties, both individually and jointly. The PARTIES agree annually to review the amount of required insurance to mutually agreed-upon general limits. Both PARTIES acknowledge that the RAILROAD may require different limits than those cited in this paragraph, depending on the risks of the project, maintenance activity, or operation. 6. Selection of Design Engineers The PARTIES acknowledge that the DEPARTMENT is bound by federal and state statutes and regulations regarding a Qualifications-Based Consultant Selection Process. Within the provisions of those requirements, the DEPARTMENT agrees to include as a primary qualification in regard to selecting suitable consulting engineering services the specific qualifications of candidate firms to prepare plans, designs, and documents specifically regarding railroads. The past railroad experience and railroad expertise of the prospective engineering firms shall be specifically considered in the selection of firms. Both PARTIES agree to share information regarding which firms they consider to be particularly qualified as a result of their demonstrated experience with railroad design, construction, and engineering. If the DEPARTMENT relies on in-house engineering expertise to prepare plans, documents, or estimates, it shall ensure the in- house personnel are suitably experienced with railroad design, construction, and engineering. Particular consideration shall be given to the expertise of design engineers in critical aspects such as shoring, construction staging to ensure continuity of railroad operations, the railroad operating envelop, lateral and vertical clearances, railroad structure design, railroad hydraulics, and railroad signaling. 7. Preconstruction Meetings The DEPARTMENT shall offer to the RAILROAD a preconstruction meeting with the DEPARTMENT’S contractor and supervisory personnel prior to commencement of construction activities. The time and location of the preconstruction meeting shall be selected at the mutual convenience of the PARTIES.

1128. Safety Training The RAILROAD shall identify suitable safety training to be required of all DEPARTMENT personnel and all of the DEPARTMENT’S contractor’s personnel who will be present on or immediately adjacent to railroad rights-of-way. 9. Control of Worksite Both PARTIES agree that the RAILROAD Roadmaster or designee shall have control over all aspects of the construction or maintenance operations that will have any effect on RAILROAD property, the operation of trains, the safe conduct of railroad operations, or that will have any effect on utilities or other assets on railroad rights-of-way. The RAILROAD Roadmaster or designee shall have the right to halt any construction activities he deems to be unsafe. The railroad or its designees shall be held harmless from claims of delay by the contractor. 10. Inspection The RAILROAD shall provide, solely at DEPARTMENT expense, construction engineering personnel, either in-house or contracted, to perform construction inspection of the project for items relevant to the railroad operations, equipment, or facilities. The DEPARTMENT, likewise, will provide at its sole expense suitably qualified construction inspection personnel to ensure compliance with all provisions of plans, specifications, materials requirements, design standards, and other provisions of the PROJECT AGREEMENT, the project plans, the SPECIAL PROVISIONS, or other necessary requirements and standards. 11. Easement and Right of Entry The RAILROAD shall provide the state a temporary easement and right of entry to the railroad rights-of-way necessary to complete the project, and the RAILROAD will provide approval for the crossing of tracks necessary for the project. All access and track crossings shall be under the review and approval of the Roadmaster or his designee. The right of entry and easement shall expire at the completion of the project. The limits to the right of entry will be strictly interpreted as those limits set forth in the project plans. Any access to property outside of the physical limit or schedule of the approved plans shall require a separate right-of-entry permit, with any provisions attached as a result. 12. Rights-of-Way The PARTIES will effect a separate and specific agreement regarding transfer of rights-of-way or granting of easements necessary for each project. Except as cited in this paragraph, the RAILROAD shall not be required to donate any rights- of-way, easement, right of entry, occupancy permit, or other property interest or instrument of value. Its financial participation shall be limited by relevant sections of the U.S. Title 23, applicable state statutes, or the specific orders of any lawfully recognized board or commission with jurisdiction over the railroads within the state. 13. Project Completion Within thirty (30) days of the completion of construction or maintenance activities, the RAILROAD may require a post- construction inspection to ensure that all construction, materials, equipment, supplies, means, and methods were executed in accordance with the approved plans. The contractor or the DEPARTMENT will guarantee to the RAILROAD’S satisfaction that all equipment, materials, debris, vegetation, or other items produced for the project or maintenance activities shall be removed. All RAILROAD property shall be restored to its original or agreed-upon condition as specified in the PROJECT AGREEMENT. The DEPARTMENT shall provide the RAILROAD with a set of as-built final plans, complete with accurate stationing in the fashion suitable to the RAILROAD. 14. Maintenance Responsibilities and Access The maintenance responsibilities for the project shall be described in the PROJECT AGREEMENT. When necessary repair, maintenance, or inspection of the facility is later required, and which necessitates access to RAILROAD rights-of- way, a separate PROJECT AGREEMENT will be developed by the PARTIES. However, the State will at all times have access within the confines of the permanent easement for structures that pass over RAILROAD properties for the purposes of inspection, maintenance, repair, removal of debris, snow and ice control, and other activities necessary for the safe operation of a public roadway or for the maintenance of the structure. The DEPARTMENT will provide 30 days’ notice if any of its maintenance, inspection, or repair activities will occur within 50 feet of the RAILROAD’S operating envelope. 15. Indemnification The PARTIES shall indemnify the other for individual negligent liability and will share joint liability. The DEPARTMENT will include language in its contracts that state that if a DEPARTMENT contractor is solely liable for an act that results in loss, liability, or damages to the RAILROAD, the contractor shall be required to indemnify the RAILROAD for such loss, liability, or damages. If the loss, liability, or damages result from concurrent negligence by the RAILROAD, the contractor shall indemnify the RAILROAD only to the extent of the contractor’s responsibility for such loss, liability, or damages. Section 5: Maintenance Activities The DEPARTMENT agrees to notify the RAILROAD of any maintenance activities on the DEPARTMENT’S roadways or facilities that will require its forces or contractors to operate within 50 feet of RAILROAD rights-of-way. The DEPART- MENT also agrees to notify the RAILROAD if any other activities could affect: RAILROAD properties or equipment, including but not limited to signaling; traffic control devices on approaches to railroad at-grade crossings; drainage

113structures, including inflows or outfalls or any activity that will increase drainage discharge into RAILROAD facilities; the operation of any cranes within 100 feet of railroad operations; the use or storage of an explosive or hazardous materials within 100 feet of railroad operations. In no cases will the DEPARTMENT allow its forces or contract forces to cross RAILROAD property without a suitable RAILROAD permit, except at duly designated public or private crossings. Section 6: Billing and Audits 1. Records and Audits The RAILROAD shall maintain accurate and auditable records for expenses related to preliminary engineering reviews, construction engineering, flagging, force account work conducted by RAILROAD forces, contractor expenses for work on the RAILROAD property necessary for DEPARTMENT projects, and for any other expenses that will be subject to reimbursement by the DEPARTMENT. The RAILROAD will make such records available on demand of the DEPARTMENT or any State or Federal auditor in accordance with the U.S. Federal Highway Administration’s Federal-Aid Policy Guide, Part 140 and Part 646, as applicable. The RAILROAD will fully cooperate with any audit or review of the payment records conducted on behalf of the DEPARTMENT, the Federal Highway Administration, or any authorized state auditing office that has pertinent jurisdiction over the DEPARTMENT. 2. Payment Schedules The RAILROAD may submit invoices for reimbursement not less than every thirty (30) days and no more than one hundred twenty (120) days after the incurring of an expense. Any submittal for reimbursement submitted more than one hundred twenty (120) days after the incurring of the actual expense shall not be considered by the DEPARTMENT, unless a specific time extension has been granted by the DEPARTMENT. 3. Prompt Payment The DEPARTMENT agrees to provide reimbursement within thirty (30) days of receipt of all invoices that are complete, accurate, and comply with the Federal-Aid Policy Guide, Part 140 and Part 646, and that comply with any other provisions of agreements between the RAILROAD and the DEPARTMENT. 4. Determination of Railroad Benefit The PARTIES agree that if a project subject to the PROJECT AGREEMENT represents an ascertainable benefit as defined in the Federal-Aid Policy Guide, Chapter 1, Subchapter G, Part 646, the RAILROAD will financially participate as required in that Subchapter. 5. Simplified Payment The PARTIES agree to seek opportunities to simplify the reimbursement process to the extent they are agreeable to both PARTIES, acceptable under Federal Highway Administration guidelines, and authorized under other applicable statutes and requirements. The PARTIES agree to develop “lump sum” payment schedules for recurring items such as flagging services, the installation of grade crossing warning devices, costs necessary for the pavement and ride-surface repair of at-grade crossings, and other recurring costs as authorized in Federal-Aid Policy Guide, Subchapter G, Part 646B, Attachment 3, of July 6, 2005. The PARTIES agree to identify such simplified payment schedules that are to the mutual convenience of both PARTIES and that satisfy the due diligence under which both PARTIES are required to operate. Section 7: Amendments 1. Agreement Timeline This AGREEMENT shall be in effect for two (2) years from the date of its acceptance by the PARTIES as evidenced by the signature of the duly authorized representatives of the DEPARTMENT and the RAILROAD. The PARTIES concur that the agreement can be cancelled with ninety (90) days’ notice provided by either PARTY. Cancellation of the AGREEMENT shall not rescind or invalidate earlier PROJECT AGREEMENTS, permits, or approvals. 2. Modifications The PARTIES agree to consider amendments to the AGREEMENT on at least an annual basis as the PARTIES identify mutually agreeable methods to improve the agreement, simplify the review process, adopt new specifications, or respond to new statutes, regulations, or requirements. As witnessed below, the PARTIES hereto have caused this AGREEMENT to be executed effective as to the latter of the dates of signature below: Name Name Title Title Date Date

114Preliminary Engineering Agreement The preliminary engineering agreement is a standard contract that includes the provisions con- trolling authorization by the highway agency to the railroad for compensation of the railroad’s cost of providing comments and reviews of proposed plans. It includes the standard provisions and only needs to have project descriptions inserted for it to be complete. The quick authorization of preliminary engineering activities is essential to expedite reviews. The railroads generally contract for reviews with on-call consulting firms. The firms cannot begin incurring costs until they have an executed agreement from the railroad. The railroad, in turn, cannot begin compensating the consultant reviewer until it has contract approval from the high- way agency. By making the authorization of preliminary engineering reviews routine, the par- ties can quickly get consultant reviewers under contract so that reviews and mutual consultations can begin.

115PRELIMINARY ENGINEERING AGREEMENT This Preliminary Engineering Agreement (“AGREEMENT”) is made and entered into this day of , 20_____, by and between the State of , Department of Transportation, hereinafter called the “DEPARTMENT,” and [Railroad Company], hereinafter called the “RAILROAD.” WITNESSTH: WHEREAS, the DEPARTMENT proposes to engage in certain projects for the construction, reconstruction, or other change of portions of the State’s road system that will cross the right-of-way and/or track(s) of the RAILROAD at various locations throughout the State; WHEREAS, the DEPARTMENT is in the preliminary stages of work and is requesting the RAILROAD to proceed with certain necessary engineering and/or design services for the Project; WHEREAS, it is deemed in the best public interest for the RAILROAD, as owners of the facilities, to prepare specifications and estimates for the above described improvements; WHEREAS, the DEPARTMENT is obligated to reimburse the RAILROAD for all or part of the costs incurred by the RAILROAD undertaking specified work as described in Attachment A; WHEREAS, nothing contained in this AGREEMENT shall oblige the RAILROAD to perform work that, in its opinion, is not relevant to the RAILROAD’S participation in the Project. NOW THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein or attached and incorporated and made part hereof, the parties MUTUALLY AGREED AS FOLLOWS: Section 1: Ethical Standards The “State-Required Ethical Standards Governing Contract Procurement,” attached hereto as Attachment B, is hereby made a part of this AGREEMENT. Section 2: Legal Framework The Project herein contemplated shall be subject to all appropriate State and Federal laws, regulation, orders, and approvals pertaining to all agreements, plans, estimates, specifications, award of contract, acceptance of work, and procedure in general. Section 3: Standard Title VI Assurances The RAILROAD shall comply with all applicable State and Federal laws, rules, ordinances, regulations, and orders. The RAILROAD and all of its agents who participate in the Project shall comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 USC 2000d–42 USC 2000d-4, and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of Secretary, Part 21—to the end that no person in the United States shall discriminate on the basis of race, color, national origin, or sex. Also, no individual be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity in the performance of this AGREEMENT. The RAILROAD shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DEPARTMENT-assisted contracts. Failure by the RAILROAD to carry out these requirements is a material breach of this AGREEMENT, which may result in termination of this contract or such other remedy as deemed appropriate. Section 4: Work by Railroad The RAILROAD will provide all the work, labor, equipment, and materials necessary to complete the plans, specifications, and estimates (PS&E) necessary to perform the work as described in Attachment A. Section 5: Work by the Department The DEPARTMENT shall furnish or cause to be furnished, at its expense, all the labor, materials, and work equipment required to perform and complete: 1. The preliminary engineering work required for preparation of plans, specifications, and special provisions; and 2. Incidental work necessary to complete the item(s) hereinabove specified. Section 6: Commencement of Work The RAILROAD agrees not to commence work until receipt of notice to begin work in writing by the DEPARTMENT, and that reimbursement will be limited to those costs incurred subsequent to the date of such notification. Section 7: Plans, Specifications, and Estimates Documents Upon completion of the PS&E work, the RAILROAD shall submit PS&E documents to the DEPARTMENT for review and approval.

116Section 8: Cost and Expense Accounting The RAILROAD shall keep an accurate and detailed account of the actual cost and expense as incurred by it, or for its account, in the performance of the work it herein agrees to perform. Section 9: Estimate The estimated cost of the above work by the RAILROAD is approximately $ (the “Estimate” as amended or revised). In the event the RAILROAD anticipates that actual Reimbursable Expenses may exceed such Estimate, it shall provide the DEPARTMENT with the revised Estimate of total Reimbursable Expenses for the DEPARTMENT’S approval and confirmation that sufficient funds have been appropriated to cover the total Reimbursable Expenses as reflected in the revised Estimate. RAILROAD may elect, by delivery of notice to the DEPARTMENT, to immediately cease all further Engineering Work unless and until the DEPARTMENT provides such approval and confirmation. Section 10: Reimbursable Expenses The DEPARTMENT shall reimburse the RAILROAD for all costs and expenses incurred by the RAILROAD in connection with the Preliminary Engineering Work as detailed in the Estimate. This will include, without limitation: 1. All out-of-pocket expenses; 2. Travel and lodging expenses; 3. Telephone, facsimile, and mailing expenses; 4. Costs for equipment, tools, materials, and supplies; 5. Sums paid to consultants and subcontractors by the RAILROAD; and 6. RAILROAD labor, together with RAILROAD labor overhead percentages established by the RAILROAD pursuant to applicable laws (collectively, “Reimbursable Expenses”). Section 11: Billing and Invoicing Following the execution of this AGREEMENT and written authorization to proceed with the work, the RAILROAD, for performance of its work as outline in this AGREEMENT, hereby 1. Agrees to submit invoices to the DEPARTMENT for Reimbursable Expenses. Invoices are not to be submitted more frequently than one (1) per month. The progressive invoices may be rendered on the basis of an estimated percent- age of the work completed by the RAILROAD. 2. A final and detailed invoice for all incurred costs shall be submitted by the RAILROAD to the DEPARTMENT within one (1) year of Project completion, and the DEPARTMENT shall pay all eligible amounts of such bill, less progress payments previously made. Section 12: Payment Terms Following the execution of this AGREEMENT and written authorization to proceed with the work, and on submission of invoices for work done by the RAILROAD as outlined in this AGREEMENT: 1. The DEPARTMENT shall remit payment to the RAILROAD within thirty (30) days following delivery to the DEPART- MENT of such proper invoice or, if later, the payment date (if any) set forth in the Payment Schedule. 2. In the event that the DEPARTMENT fails to pay the RAILROAD any sums due the RAILROAD under this AGREEMENT: (1) the DEPARTMENT shall pay the RAILROAD interest as permitted by applicable laws on the delinquent amount until paid in full; and (2) the RAILROAD may elect, by delivery of notice to the DEPARTMENT: (A) to immediately cease all further work on the Project, unless and until the DEPARTMENT pays the entire delinquent sum, together with accrued interest; and/or (B) to terminate this AGREEMENT. 3. It is agreed that payment of any invoices will not constitute agreement as to the appropriateness of any item and that at the time of final audit all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the RAILROAD, the RAILROAD agrees to refund such overpayment to the DEPARTMENT. 4. All invoices from the RAILROAD shall be delivered to the DEPARTMENT in accordance with Section 11 of this AGREEMENT. All payments by the DEPARTMENT to the RAILROAD shall be made by certified check and mailed to the following address or such other address as designated by the RAILROAD’S notice to DEPARTMENT: [Address of the RAILROAD] Section 13: Audit Requirement The RAILROAD shall maintain, for a minimum of three (3) years after the completion of the contract, adequate books, records, and supporting documents to verify the amounts, receipts, and use of all disbursements of funds passing in conjunction with the contract. The contracts and all books, records, and supporting documents will be available for review and audit by the Auditor General and other DEPARTMENT auditors. The RAILROAD agrees to cooperate fully with any audit conducted by Auditor General and other state auditors and to provide full access to all relevant materials. Failure to maintain the books, records, and supporting documents required by this section shall establish a presumption in favor of the DEPARTMENT for the recovery of any funds paid by the DEPARTMENT under the contract for which adequate books, records, and supporting documentation are not available to support their purported disbursement.

117Section 14: Appropriations The DEPARTMENT represents to the RAILROAD that at the time this AGREEMENT was executed, funds were available for the Project. 1. The DEPARTMENT shall use its best efforts to obtain appropriations necessary to cover Reimbursable Expenses encompassed by subsequent Estimates approved by the DEPARTMENT. 2. The DEPARTMENT shall promptly notify the RAILROAD in the event that the DEPARTMENT is unable to obtain such additional appropriations. It is agreed and understood by both parties that the obligations described in this AGREE- MENT are subject to State’s Code on appropriations. 3. However, this AGREEMENT shall cease immediately, without penalty to or payment by the DEPARTMENT, should the State General Assembly or Federal Highway Administration fail to appropriate or otherwise make available funds for the Project, and this AGREEMENT will become NULL and VOID, except that the DEPARTMENT shall reimburse the RAIL- ROAD for all costs incurred by the RAILROAD prior to the notice of cancellation. Section 15: Termination by Department The DEPARTMENT may terminate this AGREEMENT, for any reason, by delivery of notice to RAILROAD. Such termination shall become effective upon the expiration of fifteen (15) calendar days following delivery of notice to the RAILROAD or such later date designated by the notice. In the event that delays or difficulties arise in securing federal approval, or in acquiring rights-of-way, or in settling damages or damage claims, or for other cause which in the opinion of the DEPARTMENT renders it impractical to proceed with the Project, the DEPARTMENT may serve formal notice of cancellation on the RAILROAD and this AGREEMENT shall thereupon become NULL and VOID, except that the DEPARTMENT shall reimburse the RAILROAD for all costs incurred by the RAILROAD prior to the notice of cancellation. The DEPARTMENT may terminate this AGREEMENT as provided pursuant to Section 14. Section 16: Termination by Railroad The RAILROAD may terminate this AGREEMENT as provided pursuant to Section 12. Section 17: Consequences of Termination If the AGREEMENT is terminated by either party pursuant to any Section in this AGREEMENT or any other provision of this AGREEMENT, the parties understand that it may be impractical for them to immediately stop the Engineering Work. Accordingly, they agree that in such instance a party may continue to perform Engineering Work until it has reached a point where it may reasonably and safely suspend the Engineering Work. The DEPARTMENT shall reimburse the RAILROAD pursuant to this AGREEMENT for the Engineering Work performed, plus all costs reasonably incurred by the RAILROAD to discontinue the Engineering Work and all other costs the RAILROAD incurred as a result of the Project up to the time of full suspension of the Engineering Work. Termination of this AGREEMENT or Engineering Work on the Project, for any reason, shall not diminish or reduce the DEPARTMENT’S obligation to pay the RAILROAD for Reimbursable Expenses incurred in accordance with this AGREEMENT. In the event of the termination of this AGREEMENT or the Engineering Work for any reason, the RAILROAD’S only remaining obligation to the DEPARTMENT shall be to refund to the DEPARTMENT payments made to the RAILROAD in excess of Reimbursable Expenses in accordance with Section 2. Section 18: Subcontracts The RAILROAD shall be permitted to engage consultants and subcontractors to perform all or any portion of the Engineering Work. Section 19: Notices All notices, consents, and approvals required or permitted by this AGREEMENT shall be in writing and shall be deemed delivered upon personal delivery, upon the expiration of three (3) days following mailing by first-class U.S. mail, or upon the next business day following mailing by a nationally recognized overnight carrier, to the parties at the addresses set forth below, or such other addresses as either party may designate by delivery of prior notice to the other party: If to Railroad: Attention: Name of Railroad Person Address of Railroad If to Department: Attention: Name of Department Person Address of Department

118Section 20: Liability No liability shall attach to the DEPARTMENT or to the RAILROAD by reason of entering into this AGREEMENT except as expressly provided herein. Section 21: Preliminary Engineering Request The RAILROAD was hereby requested by the DEPARTMENT to perform preliminary engineering for the project and authorized to accrue costs by letter dated . Section 22: Successors and Assigns This AGREEMENT shall be binding on the parties hereto, their successors, and assigns. The RAILROAD shall provide written notice to the DEPARTMENT of any assignment of this AGREEMENT. In WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed in duplicate counterparts, each by its duly authorized officers and each of which shall be considered as an original, as of the date of this AGREEMENT. Executed by the RAILROAD and the DEPARTMENT, this day of , 20 . Attest: RAILROAD STATE OF DEPARTMENT OF TRANSPORTATION By: By: Title: Title: Date: Date:

119ATTACHMENT A Work undertaken by the RAILROAD is described below: 1. The preparation or review and approval of preliminary and final engineering and design plans, specifications, drawings, and other documents pertaining to the Project. 2. The preparation of cost estimates for the RAILROAD’S work in connection with the Project. 3. The review of construction cost estimates, site surveys, assessments, studies, and related construction documents submitted to the RAILROAD by DEPARTMENT for the Project (“Engineering Work”). Engineering Work may also include: (1) office reviews, (2) field reviews, (3) attendance at hearings and meetings, and (4) preparation of correspondence, reports, and other documentation in connection with the Project.

120ATTACHMENT B STATE-REQUIRED ETHICAL STANDARDS GOVERNING CONTRACT PROCUREMENT The certifications hereinafter made by the RAILROAD are each a material representation of fact. The DEPARTMENT may terminate the agreement if it is later determined that the RAILROAD rendered a false or erroneous certification. A list of relevant DEPARTMENT standards is presented below. Examples: State Law on Bribery Bid Rigging/Bid Rotating

121Resurfacing Agreements Resurfacing projects are among the most common and routine types of projects regularly con- ducted by highway agencies. When resurfacing projects cross a railway, the construction activi- ties need to be coordinated with the railroad so that a smooth transition results between the roadway surface and the railway. Generally, highway agencies and their contractors are not per- mitted by railroad labor agreements to conduct work on railroad rights-of-way. Therefore, the work on the crossing itself needs to be coordinated with the railroad’s forces. The highway agen- cies and railroads often share the cost of the crossing improvement, or at least coordinate the efforts to minimize disruption to traffic and to economize on their respective efforts. These standard agreements address resurfacing projects that are paid for with federal and state funds. The original agreement signed for a construction or rehabilitation project involving a road that crosses a railway will have within it language that addresses resurfacing of the roadway. The department is required to schedule the resurfacing of the existing roadway with the railroad ahead of time. The communication normally includes providing a work statement and a cost estimate of work to be done. Often the department will schedule resurfacing work for multiple crossings at the same time. Some of these projects may involve local highway authorities, such as cities and counties. The model agreement makes the agreement processes less complicated, allowing the department to do these multiple projects through a simple agreement. A template for such an agreement is shown under the section Resurfacing Agreement Using Federal Funds.

122Resurfacing Agreement Using Federal Funds FEDERAL AID GRADE CROSSING SURFACE REPAIR PROJECTS FORCE ACCOUNT AGREEMENT INVOLVING THE DEPARTMENT, RAILROADS, AND LOCAL HIGHWAY AUTHORITIES For the construction of surface improvements at the railroad crossing located on Railroad’s track and for reimbursement under 23 USC 130. County: Road: Project No.: DIRECT ALL COMMUNICATIONS REGARDING THIS PROJECT TO: HIGHWAY AUTHORITY [if the local highway authority is involved in the resurfacing of the roadway and grade crossing] Contact Person: Address: Office Telephone Number: Office e-mail RAILROAD Contact Person: Address: Office Telephone Number: Office e-mail DEPARTMENT Contact Person: Address: Office Telephone Number: Office e-mail AGREEMENT SUBMITTAL: Complete and return all three (3) fully executed Agreements to [address] for each crossing project. Include: Exhibit A: Work Statement Exhibit B: Cost Estimate

123GRADE CROSSING SURFACE REPAIR PROJECTS USING FEDERAL FUNDS AGREEMENT This AGREEMENT between [Local Highway Authority], hereinafter referred to as the HIGHWAY AUTHORITY, and [Railroad Company], hereinafter referred to as the RAILROAD, and the State of , Department of Transportation, hereinafter referred to as the DEPARTMENT, is entered into on this day of , 20 . The HIGHWAY AUTHORITY and the RAILROAD agree to repair the at-grade crossing located at and further agree as follows: Section 1: Work Statement and Performance The RAILROAD and the HIGHWAY AUTHORITY have determined the extent of the repair to be performed at this crossing, including railway, railway approach modifications, and replacement of existing sidewalks and/or recreational trails. This repair shall conform to the RAILROAD’S and the HIGHWAY AUTHORITY’S standards. The agreed work, generally described in the Work Statement identified as Exhibit A attached hereto and made part of this agreement, is to be performed by RAILROAD forces, except that the RAILROAD may subcontract performance of the road approach work or other required incidental work. In the absence of specific RAILROAD standards, BNSF/Union Pacific Railroad common crossing standards shall be used as guidance. The HIGHWAY AUTHORITY will be responsible for having existing sidewalk(s) and/or trail(s) replaced by a contractor or their own forces, in accordance with the Americans with Disabilities Act requirements. In the absence of specific HIGHWAY AUTHORITY standards that are acceptable to the RAILROAD, the DEPARTMENT’S Standard Road Plan shall be used. The detectable warning is to be installed twelve (12) feet from the edge of the nearest rail. The project will include the cost of an additional two (2) feet of sidewalk and/or recreational trail, or additional sidewalk to the nearest sidewalk and/or additional recreational trail to the nearest recreational trail joint, whichever is less, beyond the detectable warning. Any additional new sidewalk and/or recreational trail beyond that point will be paid by the HIGHWAY AUTHORITY and will not be part of this project. Truncated domes are the only detectable warnings allowed by ADA Accessibility Guidelines. Grooves, exposed aggregates, and other design intended for use as detectable warning are not considered equivalent facilitation and do not comply with ADA requirements. Section 2: Cost Estimate The estimated cost of the project work is itemized in Exhibit B attached hereto and made part of this AGREEMENT. Section 3: Work Start and Completion The RAILROAD shall begin the construction of the project as soon as possible after the signing of this AGREEMENT and shall complete the project within eighteen (18) months. Costs incurred prior to the DEPARTMENT signing the AGREEMENT are not reimbursable under this AGREEMENT. Cost incurred more than eighteen (18) months after the DEPARTMENT signs this AGREEMENT will also not be reimbursable under this agreement, unless the RAILROAD has requested in writing, prior to expiration of the AGREEMENT, and received from the DEPARTMENT a written extension of time for completion. The DEPARTMENT shall have complete discretion and shall be the sole authority to grant or deny extensions. Cost incurred for work after the extension time will not be reimbursed. Section 4: Traffic Control The roadway will be closed during repair. Exhibit A describes specific closure conditions. The HIGHWAY AUTHORITY is responsible for the establishment of and payment for traffic control (e.g., barricades, signing, detours, detour damage, and runarounds). The RAILROAD will advise the HIGHWAY AUTHORITY Contact Person: 1. A minimum of sixty (60) days before the approximate starting date to allow the HIGHWAY AUTHORITY to implement detour. 2. Fourteen (14) days before the actual starting date to allow the HIGHWAY AUTHORITY adequate time to provide and install appropriate signs on the detour. Section 5: Work Notification The RAILROAD will notify the HIGHWAY AUTHORITY and the DEPARTMENT’S Contact Person no later than fourteen (14) days prior to the start of its work at the crossing. The DEPARTMENT shall be given ample opportunity to document the materials, equipment, and labor necessary to complete the project. The DEPARTMENT and HIGHWAY

124AUTHORITY shall have the right to inspect the project work at any time. The HIGHWAY AUTHORITY shall perform on-site inspection of the project work each day. Section 6: Project Completion The RAILROAD shall notify the DEPARTMENT and the HIGHWAY AUTHORITY in writing after the RAILROAD has completed the required work. The DEPARTMENT shall arrange an inspection with the RAILROAD and the HIGHWAY AUTHORITY in order for all parties to determine whether the project work has been completed in accordance with the terms of this AGREEMENT or Amendments thereto. Pavement markings and stop lines shall be placed by the HIGHWAY AUTHORITY as required by the Highway Manual on Uniform Traffic Control Devices for Streets and Highways. If the existing traffic control devices at a multiple-track highway-rail grade crossing become improperly placed or inaccurate because of removal of some of the tracks, the existing devices shall be relocated and/or modified at RAILROAD expense pursuant to the Manual on Uniform Traffic Control Devices, Part 8. Relocation of the traffic control devices will be completed prior to removal of the detour. When the work has been completed in accordance with the AGREEMENT, the RAILROAD, HIGHWAY AUTHORITY, and DEPARTMENT shall sign a Certificate of Completion and Acceptance form at the project site following inspection. Section 7: Reimbursable Costs The RAILROAD will keep an accurate and detailed account of actual and necessary reimbursable costs incurred under this AGREEMENT. Replacement of existing sidewalk(s) and/or recreational trail(s) and subcontracted work costs shall be included in the RAILROAD billing. The cost of labor, materials, all associated additives, and subcontracted expenses will be cost reimbursable, and shall be billed on a force account common basis in accordance with Title 23, Code of Federal Regulations, Part 140, Subpart I. The cost of railroad equipment, equipment rental, accounting, accounting additives, and bill reproduction are reimbursable, but shall not be included directly in the force account billing. Those costs shall be billed as an additive amount equal to nine (9) percent off the total force account and billed less audit exceptions. The cost of preliminary project engineering, construction inspection, track inspection, relocation of existing signals, signal wires and switches, or the construction of runarounds will not be eligible as project reimbursable costs. Section 8: Cost Sharing The RAILROAD and the HIGHWAY AUTHORITY each shall pay twenty (20) percent of the reimbursable costs defined in Section 7 for work described in Exhibit A. It is understood the DEPARTMENT will use Federal Aid 23 USC 130 funds to reimburse the RAILROAD for sixty (60) percent of the total eligible costs for this project. The DEPARTMENT’S Certificate of Audit shall establish eligible reimbursable project costs. Section 9: Progressive Payments The RAILROAD may submit accurate progressive bills to the DEPARTMENT and HIGHWAY AUTHORITY for material, labor, and any subcontracted cost included in Exhibit B for each crossing location. The billing for materials shall be for those materials that have been delivered to the project location or specifically purchased and delivered to the RAILROAD for use on the project. The DEPARTMENT and HIGHWAY AUTHORITY may make progressive payments to the RAILROAD for one hundred (100) percent of each party’s billed participation, or the HIGHWAY AUTHORITY may elect to retain a percentage of their billed participation. Section 10: Final Billing Upon completion of the project, the RAILROAD shall submit an accurate, final, and complete itemized billing in three (3) counterparts. The final bill shall include a summary of all incurred costs. Section 11: Final Payment The DEPARTMENT, upon receipt of the final bill and Certificate of Completion and Acceptance form, shall review and forward the final bill to the DEPARTMENT’S Office of Audits for final audit. The DEPARTMENT shall notify the HIGHWAY AUTHORITY of the reimbursable amount after final audit. The DEPARTMENT and HIGHWAY AUTHORITY shall make payment to the RAILROAD equal to sixty (60) percent and twenty (20) percent, respectively, of the final reimbursable amount, less previous payment. The RAILROAD shall promptly reimburse the DEPARTMENT and the HIGHWAY AUTHORITY the amount of any overpayments. Section 12: Maintenance and Abandonment Upon completion of the project, the RAILROAD shall maintain the crossing surface to provide a safe and sufficient crossing for vehicular travel. If the track is removed from both sides of the crossing, the RAILROAD shall remove the surface material, rail, and cross ties from the crossing and shall restore the roadway void to the satisfaction of the

125HIGHWAY AUTHORITY, all at RAILROAD expense. If the existing traffic control devices at a multiple-track highway-rail grade crossing become improperly placed or inaccurate because of removal of some of the tracks, the existing devices shall be relocated and/or modified at RAILROAD expense pursuant to the Manual on Uniform Traffic Control Devices, Part 8. Future maintenance of the sidewalk(s) and the detectable warning device will not be the responsibility of the RAILROAD. Section 13: Standard Title VI Assurances The RAILROAD shall comply with all applicable State and Federal laws, rules, ordinances, regulations, and orders. The RAILROAD and all of its agents that participate in the project, shall comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 USC 2000d–42 USC 2000d-4, and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of Secretary, Part 21—to the end that no person in the United States shall, on the grounds of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity receiving financial assistance from the DEPARTMENT. Section 14: Successors and Assigns This AGREEMENT shall be binding on all successors and assigns. The RAILROAD shall provide written notice to the HIGHWAY AUTHORITY and the DEPARTMENT of any assignment of this AGREEMENT. Section 15: Project Contact Person All notices consents, communications, and approvals required to complete work required by this AGREEMENT shall be made to the Contact Persons and the Departments specified on the cover page of this AGREEMENT. Section 16: Integration and Amendment This AGREEMENT and its exhibits constitute the entire Agreement between the DEPARTMENT, the RAILROAD, and the HIGHWAY AUTHORITY concerning this project. If the DEPARTMENT determines that a substantial change is to be made in the project work described in Exhibit A, the DEPARTMENT will furnish the written approval of the change. Section 17: Termination for Convenience In the event of nonappropriation of federal funds, the DEPARTMENT may terminate this AGREEMENT in whole or in part when the DEPARTMENT, HIGHWAY AUTHORITY, and the RAILROAD agree that the continuation of the Project would not produce beneficial results commensurate with future disbursement of federal funds. The DEPARTMENT, HIGHWAY AUTHORITY, and the RAILROAD shall agree upon the termination conditions. The RAILROAD shall not incur new obligations after the effective date of the termination and shall cancel as many outstanding obligations as reasonably possible. The DEPARTMENT will allow full credit to the RAILROAD for the DEPARTMENT’S share of the noncancelable obligations allowable under the AGREEMENT and properly incurred by the RAILROAD prior to termination. Section 18: Merged Documents This AGREEMENT may be executed and delivered in three (3) or more counterparts, each of which so executed and delivered shall be deemed to be an original, and all shall constitute but one and the same instrument. Section 19: Nonseverability If any section, provision, or part of this AGREEMENT shall be found to be invalid or unconstitutional, such judgment shall not affect the validity of any section, provision, or part thereof not found to be invalid or unconstitutional. Section 20: Indemnification Nothing in this AGREEMENT is intended to be construed as a requirement for an indemnification against the sole negligence of the RAILROAD, its officers, employees, or agents. Moreover, for any work performed in the State of , the DEPARTMENT will require its contractor to indemnify the RAILROAD and any other railroad company occupying or using the RAILROAD’S right-of-way or line of railroad against all loss, liability, and damages, including environmental damages, hazardous materials damages, penalties, or fines that may be assessed for, caused by, or the result of the contractor’s negligence; provided, however, that if such loss, liability, damage, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors. Likewise, if such loss, liability, damage, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or

126agents and (b) the DEPARTMENT’S officers, employees, or agents, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’s officers, employees, or agents. IN WITNESS WHEREOF the RAILROAD, the HIGHWAY AUTHORITY, and the DEPARTMENT hereto have caused this AGREEMENT to be executed by their duly authorized officers as of the dates indicated below. Executed by the RAILROAD this Name of Railroad day of , 20 By Name and Title Executed by the HIGHWAY AUTHORITY this Name of Highway Authority day of , 20 By Name and Title Executed by the DEPARTMENT this Name of Department day of , 20 By Name and Title

127EXHIBIT A WORK STATEMENT FEDERAL-AID RAIL/HIGHWAY CROSSING SURFACE REPAIR County: Meeting Date: Highway Authority: Railroad: State Crossing No.: Location: 1. Crossing(s) Reconstructed A. The RAILROAD will reconstruct crossings of total feet that include feet of concrete surface material through the traveled roadway and feet of concrete surface material through the shoulder, side- walk, and/or trail area. As a minimum, the crossing must extend beyond the edge of the traveled roadway and through the shoulder if not curbed. B. Existing rail weight through crossing(s): (Number) 2. Traffic Controls (mark with an X)  A highway runaround will be constructed to permit two-lane traffic during repair.  The highway will be closed for days during repair. NOTE: The HIGHWAY AUTHORITY is responsible for placement and cost of barricades, signing, detours, detour damage, and runarounds. A. The RAILROAD shall advise the HIGHWAY AUTHORITY Contact Person: 1. A minimum of sixty (60) days before the approximate starting date to allow the HIGHWAY AUTHORITY to implement the detour. 2. Fourteen (14) days before the actual starting date to allow the HIGHWAY AUTHORITY adequate time to pro- vide and install appropriate signs on the detour. The RAILROAD shall also advise the State Project Inspector fourteen (14) days before the actual starting date. 3. Track Elevation Relative to Existing Road Pavements (mark with an X)  Tracks will be constructed to meet existing road grade.  Roadway will be reconstructed to meet a proposed new track grade (roadway work is not covered by this AGREE- MENT).  Tracks will be elevated inches above the adjacent roadway, requiring a taper (complete item 4A and 4B). In any event, the PARTIES must provide a smooth crossing. 4. Roadway Work: Must be sufficient to provide a smooth crossing A. Taper Length (estimated) An East foot taper on the side of the crossing and a West foot taper on the ___ side of the crossing, requires of HMA material (estimated). Taper length should not exceed twenty-five (25) feet for each inch of track rise. Approach shall comply with HIGHWAY AUTHORITY specifications. This work will be completed by (mark with an X)  Railroad forces  Railroad’s Contractor  Highway Authority forces  Highway Authority’s Contractor B. Track Opening in the Roadway (mark with an X)  Existing track opening will be maintained.  Track opening of feet will be required involving the following described roadway modification. Estimated HMA tonnage: . This work will be completed by (mark with an X)  Railroad forces  Railroad’s Contractor  Highway Authority forces  Highway Authority’s Contractor 5. Existing Sidewalk(s) and/or Recreational Trail Replacement by Highway Authority The quadrants requiring upgrades to meet ADA requirements (mark with an X) Sidewalk (5′ width required)  NE __ (feet)  SE __ (feet)  NW __ (feet)  SW __ (feet)

128Recreational Trail (10′ width)  NE __ (feet)  SE __ (feet)  NW __ (feet)  SW __ (feet) This work will be completed by (mark with an X)  Railroad forces  Railroad’s Contractor  Highway Authority forces  Highway Authority’s Contractor 6. Crossing(s) Permanently Retired and Removed A. RAILROAD will retire and remove number of crossing(s). B. Voids in pavement will be filled with material requiring unit(s). This work will be completed by (mark with an X)  Railroad forces  Railroad’s Contractor  Highway Authority forces  Highway Authority’s Contractor 7. Drainage (mark with an X) A.  Present drainage is adequate. B.  Drainage work required. Specify work to include materials and outlet. C.  Clean all four (4) quadrants for good surface drainage. 8. Additional Construction and Traffic Control Conditions (e.g., road closure limitations) Construction at this crossing included with this project, and not described above. Only ACC or PCC will be placed one (1) foot from the railroad surface material. 9. Signature Block Signatures indicate agreement on all items on Work Statements. If the AGREEMENT is not reached at the field meeting, HIGHWAY AUTHORITY should hold the form and set target resolution date. Name of RAILROAD: Name of HIGHWAY AUTHORITY: Name and Title of Representative: Name and Title of Representative: Date: Date: Signature: Signature: Name of State Project Manager: Office Phone:

129Resurfacing Agreement Using State Funds GRADE CROSSING SURFACE REPAIR PROJECTS FORCE ACCOUNT AGREEMENT INVOLVING THE DEPARTMENT, RAILROADS, AND LOCAL HIGHWAY AUTHORITIES For the construction of surface improvements at the railroad crossing located on Railroad’s track. County: Road: Project No.: DIRECT ALL COMMUNICATIONS REGARDING THIS PROJECT TO: HIGHWAY AUTHORITY Contact Person: Address: Office Telephone Number: Office e-mail RAILROAD Contact Person: Address: Office Telephone Number: Office e-mail DEPARTMENT Contact Person: Address: Office Telephone Number: Office e-mail AGREEMENT SUBMITTAL: Complete and return all three (3) fully executed Agreements to [address] for each crossing project. Include: Exhibit A: Work Statement Exhibit B: Cost Estimate

130GRADE CROSSING SURFACE REPAIR PROJECTS USING STATE FUNDS AGREEMENT This AGREEMENT between [Local Highway Authority], hereinafter referred to as the HIGHWAY AUTHORITY, and [Railroad Company], hereinafter referred to as the RAILROAD, and the State of , Department of Transportation, hereinafter called the DEPARTMENT, is entered into on this day of , 20 . The HIGHWAY AUTHORITY and the RAILROAD agree to repair the at-grade crossing located at and further agree as follows: Section 1: Work Statement and Performance The RAILROAD and the HIGHWAY AUTHORITY have determined the extent of the repair to be performed at this crossing, including railway, railway approach modifications, and replacement of existing sidewalks and/or recreational trails. This repair shall conform to the RAILROAD and the HIGHWAY AUTHORITY standards. The agreed work, generally described in the Work Statement identified as Exhibit A attached hereto and made part of this agreement, is to be performed by RAILROAD forces, except that the RAILROAD may subcontract performance of the road approach work or other required incidental work. In the absence of specific RAILROAD standards, BNSF/Union Pacific Railroad common crossing standards shall be used as guidance. The HIGHWAY AUTHORITY will be responsible for having existing sidewalk(s) and/or trail(s) replaced by a contractor or their own forces, in accordance with the Americans with Disabilities Act requirements. In the absence of specific DEPARTMENT standards that are acceptable to the railroad, the DEPARTMENT’S Standard Road Plan shall be used. The detectable warning is to be installed twelve (12) feet from the edge of the nearest rail. The project will include the cost of an additional two (2) feet of sidewalk and/or recreational trail, or additional sidewalk to the nearest sidewalk and/or additional recreational trail to the nearest recreational trail joint, whichever is less, beyond the detectable warning. Any additional new sidewalk and/or recreational trail beyond that point will be paid by the HIGHWAY AUTHORITY and will not be part of this project. Truncated domes are the only detectable warnings allowed by ADA Accessibility Guidelines. Grooves, exposed aggregates, and other design intended for use as detectable warning are not considered equivalent facilitation and do not comply with ADA requirements. Section 2: Cost Estimate The estimated cost of the project work is itemized in Exhibit B attached hereto and made part of this AGREEMENT. Section 3: Work Start and Completion The RAILROAD shall begin the construction of the project as soon as possible after the signing of this agreement and shall complete the project within eighteen (18) months. Costs incurred prior to the DEPARTMENT signing the AGREEMENT are not reimbursable under this AGREEMENT. Cost incurred more than eighteen (18) months after the DEPARTMENT signs this AGREEMENT will also not be reimbursable under this agreement, unless the RAILROAD has requested in writing, prior to expiration of the AGREEMENT, and received from the DEPARTMENT a written extension of time for completion. The DEPARTMENT shall have complete discretion and shall be the sole authority to grant or deny extensions. Cost incurred for work after the extension time will not be reimbursed. Section 4: Traffic Control The roadway will be closed during repair. Exhibit A describes specific closure conditions. The HIGHWAY AUTHORITY is responsible for the establishment of and payment for traffic control (e.g., barricades, signing, detours, detour damage, and runarounds). The RAILROAD will advise the HIGHWAY AUTHORITY Contact Person: 1. A minimum of sixty (60) days before the approximate starting date to allow the HIGHWAY AUTHORITY to implement the detour. 2. Fourteen (14) days before the actual starting date to allow the HIGHWAY AUTHORITY adequate time to provide and install appropriate signs on the detour. Section 5: Work Notification The RAILROAD will notify the HIGHWAY AUTHORITY and the DEPARTMENT’S Contact Person no later than fourteen (14) days prior to the start of its work at the crossing. The DEPARTMENT shall be given ample opportunity to document

131the materials, equipment, and labor needed to complete the project. The DEPARTMENT and HIGHWAY AUTHORITY shall have the right to inspect the project work at any time. The HIGHWAY AUTHORITY shall perform on-site inspection of the project work each day. Section 6: Project Completion The RAILROAD shall notify the DEPARTMENT and the HIGHWAY AUTHORITY in writing after the RAILROAD has completed the required work. The DEPARTMENT shall arrange an inspection with the RAILROAD and the HIGHWAY AUTHORITY in order for all parties to determine whether the project work has been completed in accordance with the terms of this AGREEMENT or Amendments thereto. Pavement markings and stop lines shall be placed by the HIGHWAY AUTHORITY as required by the Highway Manual on Uniform Traffic Control Devices for Streets and Highways. If the existing traffic control devices at a multiple-track highway-rail grade crossing become improperly placed or inaccurate because of removal of some of the tracks, the existing devices shall be relocated and/or modified at RAILROAD expense pursuant to the Manual on Uniform Traffic Control Devices, Part 8. Relocation of the traffic control devices will be completed prior to removal of the detour. When the work has been completed in accordance with the AGREEMENT, the RAILROAD, HIGHWAY AUTHORITY, and DEPARTMENT shall sign a Certificate of Completion and Acceptance form at the project site following inspection. Section 7: Reimbursable Costs The RAILROAD will keep an accurate and detailed account of actual and necessary reimbursable costs incurred under this AGREEMENT. Replacement of existing sidewalk(s) and/or recreational trail(s) and subcontracted work costs shall be included in the RAILROAD billing. The cost of labor, materials, all associated additives, and subcontracted expenses will be reimbursable, and shall be billed on a force account common basis in accordance with Title 23, Code of Federal Regula- tions, Part 140, Subpart I. The cost of railroad equipment, equipment rental, accounting, accounting additives, and bill reproduction are reimbursable, but shall not be included directly in the force account billing. Those costs shall be billed as an additive amount equal to nine (9) percent off the total force account and billed less audit exceptions. The cost of preliminary project engineering, construction inspection, track inspection, relocation of existing signals, signal wires and switches, or the construction of runarounds will not be eligible as project reimbursable costs. Section 8: Cost Sharing The RAILROAD and the HIGHWAY AUTHORITY each shall pay twenty (20) percent of the reimbursable costs defined in SECTION 7 for work described in Exhibit A. It is understood the DEPARTMENT agrees to use state funds to pay the remaining sixty (60) percent of the total eligible costs for this project. Section 9: Progressive Payments The RAILROAD may submit accurate progressive bills to the DEPARTMENT and HIGHWAY AUTHORITY for material, labor, and any subcontracted cost included in Exhibit B for each crossing location. The billing for materials shall be for those materials that have been delivered to the project location or specifically purchased and delivered to the RAILROAD for use on the project. The DEPARTMENT and HIGHWAY AUTHORITY may make progressive payments to the RAILROAD for one hundred (100) percent of each party’s billed participation, or the HIGHWAY AUTHORITY may elect to retain a percentage of their billed participation. Section 10: Final Billing Upon completion of the project the RAILROAD shall submit an accurate, final, and complete itemized billing in three (3) counterparts. The final bill shall include a summary of all incurred costs. Section 11: Final Payment The DEPARTMENT, upon receipt of the final bill and Certificate of Completion and Acceptance form, shall review and forward the final bill to the DEPARTMENT’S Office of Audits for final audit. The DEPARTMENT shall notify the HIGHWAY AUTHORITY of the reimbursable amount after final audit. The DEPARTMENT and HIGHWAY AUTHORITY shall make payment to the RAILROAD equal to sixty (60) percent and twenty (20) percent, respectively, of the final reimbursable amount, less previous payment. The RAILROAD shall promptly reimburse the DEPARTMENT and the HIGHWAY AUTHORITY the amount of any overpayments. Section 12: Maintenance and Abandonment Upon completion of the project, the RAILROAD shall maintain the crossing surface to provide a safe and sufficient crossing for vehicular travel. If the track is removed from both sides of the crossing, the RAILROAD shall remove the surface material, rail, and cross ties from the crossing and shall restore the roadway void to the satisfaction of the HIGHWAY AUTHORITY, all at RAILROAD expense. If the existing traffic control devices at a multiple-track highway-rail

132grade crossing become improperly placed or inaccurate because of removal of some of the tracks, the existing devices shall be relocated and/or modified at RAILROAD expense pursuant to the Manual on Uniform Traffic Control Devices, Part 8. Future maintenance of the sidewalk(s) and the detectable warning device will not be the responsibility of the RAILROAD. Section 13: Standard Title VI Assurances The RAILROAD shall comply with all applicable State and Federal laws, rules, ordinances, regulations, and orders. The RAILROAD and all of its agents that participate in the project shall comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 USC 2000d–42 USC 2000d-4, and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of Secretary, Part 21—to the end that no person in the United States shall, on the basis of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity in the performance of this AGREEMENT. Section 14: Successors and Assigns This AGREEMENT shall be binding on all successors and assigns. The RAILROAD shall provide written notice to the HIGHWAY AUTHORITY and the DEPARTMENT of any assignment of this AGREEMENT. Section 15: Project Contact Person All notices, consents, communications, and approvals required to complete work required by this AGREEMENT shall be made to the Contact Persons and the Departments specified on the cover page of this AGREEMENT. Section 16: Integration and Amendment This AGREEMENT and its exhibits constitute the entire Agreement between the DEPARTMENT, the RAILROAD, and the HIGHWAY AUTHORITY concerning this project. If the DEPARTMENT determines that a substantial change is to be made in the project work described in Exhibit A, the DEPARTMENT will furnish the written approval of the change. Section 17: Termination for Convenience In the event of nonappropriation of federal funds, the DEPARTMENT may terminate this AGREEMENT in whole or in part, when the DEPARTMENT, HIGHWAY AUTHORITY, and the RAILROAD agree that the continuation of the Project would not produce beneficial results commensurate with future disbursement of federal funds. The DEPARTMENT, HIGHWAY AUTHORITY, and the RAILROAD shall agree upon the termination conditions. The RAILROAD shall not incur new obligations after the effective date of the termination and shall cancel as many outstanding obligations as reasonably possible. The DEPARTMENT will allow full credit to the RAILROAD for the DEPARTMENT’S share of the noncancelable obligations allowable under the AGREEMENT and properly incurred by the RAILROAD prior to termination. Section 18: Merged Documents This AGREEMENT may be executed and delivered in three (3) or more counterparts, each of which so executed and delivered shall be deemed to be an original, and all shall constitute but one and the same instrument. Section 19: Nonseverability If any section, provision, or part of this AGREEMENT shall be found to be invalid or unconstitutional, such judgment shall not affect the validity of any section, provision, or part thereof not found to be invalid or unconstitutional. Section 20: Indemnification Nothing in this AGREEMENT is intended to be construed as a requirement for an indemnification against the sole negligence of the RAILROAD, its officers, employees, or agents. Moreover, for any work performed in the State of , the DEPARTMENT will require its contractor to indemnify the RAILROAD and any other railroad company occupying or using the RAILROAD’S right-of-way or line of railroad against all loss, liability, and damages, including environmental damages, hazardous materials damages, penalties, or fines that may be assessed for, caused by, or the result of the contractor’s negligence; provided, however, that if such loss, liability, damage, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S contractor or the contractor’s employees, agents or subcontractors. Likewise, if such loss, liability, damage, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents

133and (b) the DEPARTMENT’S officers, employees, or agents, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S officers, employees, or agents. IN WITNESS WHEREOF the RAILROAD, the HIGHWAY AUTHORITY, and the DEPARTMENT hereto have caused this AGREEMENT to be executed by their duly authorized officers as of the dates indicated below. Executed by the RAILROAD this Name of Railroad day of , 20 By Name and Title Executed by the HIGHWAY AUTHORITY this Name of Highway Authority day of , 20 By Name and Title Executed by the DEPARTMENT this Name of Department day of , 20 By Name and Title

134EXHIBIT A WORK STATEMENT STATE-FUNDED RAIL/HIGHWAY CROSSING SURFACE REPAIR County: Meeting Date: Highway Authority: Railroad: State Crossing No.: Location: 1. Crossing(s) Reconstructed A. The RAILROAD will reconstruct crossings of total feet that include feet of concrete surface material through the traveled roadway and feet of concrete surface material through the shoulder, sidewalk, and/or trail area. As a minimum, the crossing must extend beyond the edge of the traveled roadway and through the shoulder if not curbed. B. Existing rail weight through crossing(s): (Number) 2. Traffic Controls (mark with an X)  A highway runaround will be constructed to permit two-lane traffic during repair.  The highway will be closed for days during repair. NOTE: The HIGHWAY AUTHORITY is responsible for placement and cost of barricades, signing, detours, detour damage, and runarounds. A. The RAILROAD shall advise the HIGHWAY AUTHORITY Contact Person: 1. A minimum of sixty (60) days before the approximate starting date to allow the HIGHWAY AUTHORITY to implement the detour. 2. Fourteen (14) days before the actual starting date to allow the HIGHWAY AUTHORITY adequate time to provide and install appropriate signs on the detour. The RAILROAD shall also advise the State Project Inspector fourteen (14) days before the actual starting date. 3. Track Elevation Relative to Existing Road Pavements (mark with an X)  Tracks will be constructed to meet existing road grade.  Roadway will be reconstructed to meet a proposed new track grade (roadway work is not covered by this AGREEMENT).  Tracks will be elevated inches above the adjacent roadway, requiring a taper (complete item 4A and 4B). In any event, the PARTIES must provide a smooth crossing. 4. Roadway Work: Must be sufficient to provide a smooth crossing A. Taper Length (estimated) An East foot taper on the side of the crossing and a West foot taper on the side of the crossing, requires of HMA material (estimated). Taper length should not exceed twenty-five (25) feet for each inch of track rise. Approach shall comply with HIGHWAY AUTHORITY specifications. This work will be completed by (mark with an X)  Railroad forces  Railroad’s Contractor  Highway Authority forces  Highway Authority’s Contractor B. Track Opening in the Roadway (mark with an X)  Existing track opening will be maintained  Track opening of feet will be required involving the following described roadway modification. Estimated HMA tonnage: . This work will be completed by (mark with an X)  Railroad forces  Railroad’s Contractor  Highway Authority forces  Highway Authority’s Contractor

1355. Existing Sidewalk(s) and/or Recreational Trail Replacement by Highway Authority The quadrants requiring upgrades to meet ADA requirements (mark with an X) Sidewalk (5′ width required)  NE __ (feet)  SE __ (feet)  NW __ (feet)  SW __ (feet) Recreational Trail (10′ width)  NE __ (feet)  SE __ (feet)  NW __ (feet)  SW __ (feet) This work will be completed by (mark with an X)  Railroad forces  Railroad’s Contractor  Highway Authority forces  Highway Authority’s Contractor 6. Crossing(s) Permanently Retired and Removed A. RAILROAD will retire and remove number of crossing(s). B. Voids in pavement will be filed with material requiring unit(s). This work will be completed by (mark with an X)  Railroad forces  Railroad’s Contractor  Highway Authority forces  Highway Authority’s Contractor 7. Drainage (mark with an X) A.  Present drainage is adequate. B.  Drainage work required. Specify work to include materials and outlet. C.  Clean all four (4) quadrants for good surface drainage. 8. Additional Construction and Traffic Control Conditions (e.g., road closure limitations) Construction at this crossing included with this project and not described above. Only ACC or PCC will be placed one (1) foot from the railroad surface material. 9. Signature Block Signatures indicate agreement on all items on Work Statements. If the AGREEMENT is not reached at the field meeting, HIGHWAY AUTHORITY should hold the form and set target resolution date. Name of RAILROAD: Name of HIGHWAY AUTHORITY: Name and Title of Representative: Name and Title of Representative: Date: Date: Signature: Signature: Name of State Project Manager: Office Phone:

136Highway Overpass Agreement The following agreement addresses the construction or reconstruction of highway structures over railways. These projects tend to be complex in terms of coordination issues. Among the issues that need to be addressed are the length of span, the number of future tracks to be accom- modated, elevation above roadway, and a variety of considerations during the construction process. Such projects require the construction of embankments and piers adjacent to the rail- way and the installation of beams above the active railway. These activities require strict control of construction activities and close coordination among the highway agency, the railroad, and the contractor.

137RAILROAD–HIGHWAY AGREEMENT FOR OVERPASS This Agreement (“AGREEMENT”) is made and entered into this day of , 20 , by and between the Department of Transportation, hereinafter called the “DEPARTMENT,” and [Railroad Company], hereinafter called the “RAILROAD.” WITNESSTH: WHEREAS, the RAILROAD owns and operates a line of railroad in and through the City/County of , in the State of ; WHEREAS, the DEPARTMENT proposes to construct an overpass structure that crosses over the RAILROAD’S rail line, Bridge Number , at milepost , in County; WHEREAS, said construction requires the construction of a new structure (Bridge Number ) to separate the grades of track of the RAILROAD and the highway at the point hereinbefore mentioned (said Structure and any and all work related to the construction of the proposed Overpass and the necessary approaches thereto, are hereinafter referred to as the Project); WHEREAS, the RAILROAD desires to cooperate with the DEPARTMENT in the construction of the Project by permitting the construction and future maintenance of the Project over its track and right-of-way and the performance of other services as may be required that do not interfere with the RAILROAD’S use and enjoyment of the right-of-way; WHEREAS, the RAILROAD desires to cooperate with the DEPARTMENT in the construction of the Project with the understanding that the DEPARTMENT will be solely responsible for the cost of constructing and maintaining the new bridge and bearing all other costs and expenses associated with the Project. NOW, THEREFORE, in consideration of the mutual covenants and agreement of the PARTIES contained herein, the receipt and sufficiency of which are hereby acknowledged, the PARTIES agree as follows: Section 1: Scope of Work The RAILROAD, the DEPARTMENT, and/or their Contractor agree to perform the work, including but not limited to construction of said Structure; the necessary earthwork to effect the clearance, grading, drainage, and paving of the highway; the sodding, seeding, and planting of slopes; the highway guardrails; the preliminary engineering; and the construction engineering required, as detailed in Exhibit A. Section 2: Railroad Obligations 1. The RAILROAD hereby grants to the DEPARTMENT, its successors, and its assigns, upon and subject to the terms and conditions set forth in this AGREEMENT, a Right of Entry and Use as necessary over the portion of the RAILROAD’S right-of-way as indicated in Exhibit B to construct the Project in accordance with the plans and specifications indicated in Exhibit A approved by the RAILROAD herein. Unless noted otherwise in this AGREEMENT, the RAILROAD reserves its rights, and the rights of any others who have obtained or may obtain permission or authority from the RAILROAD, to do the following: A. Operate, maintain, renew, and/or relocate any and all existing railroad track or tracks, wires, pipelines, and other facilities of like character upon, over, or under the surface of said right-of-way; B. Construct, operate, maintain, renew, and/or relocate upon said right-of-way, without limitation, such facilities as the RAILROAD may from time to time deem appropriate, provided such facilities do not materially interfere with the DEPARTMENT’S use of the said Structure (Overpass); and C. Otherwise use or operate the right-of-way as the RAILROAD may from time to time deem appropriate, provided such use or operation does not materially interfere with the DEPARTMENT’S use of the said Structure (Overpass). The term of the Temporary Construction Easement (identified in Exhibit B) shall commence on the date of the DEPARTMENT’S Notice to Proceed to the RAILROAD, pursuant to Section 3.13 herein, and terminate one (1) year thereafter; however, the term of the Temporary Construction Easement may be extended upon written approval from the RAILROAD. The Temporary Construction Easement is for construction of the Project only and shall not be used by DEPARTMENT for any other purpose. In the event the DEPARTMENT is evicted by anyone owning or claiming title to or any interest in said right-of-way, the RAILROAD will not be liable to the DEPARTMENT for any damages, losses, or expenses of any nature whatsoever. The granting of similar rights to others, subsequent to the date of this AGREEMENT, will not impair or interfere with the rights herein granted to the DEPARTMENT. The Temporary Construction Easement and related rights given by the RAILROAD to the DEPARTMENT in this provision are without warranty of title of any kind, expressed or implied, and no covenant of warranty of title will be implied from the use of any word or words herein contained. 2. Provided the DEPARTMENT is in compliance with the terms and conditions of this AGREEMENT, the RAILROAD, upon receiving payment detailed in Exhibit C, will grant to the DEPARTMENT, its successors, and its assigns, an easement (hereinafter referred to as “Easement”) in substantially the same form as Exhibit B attached hereto and by this reference made a part hereof pursuant to the terms and conditions of this AGREEMENT. The Easement will include a Footing

138Easement and a Slope Easement as shown in Exhibit B, a Temporary Construction Easement as identified in Exhibit B, and additional square feet as indicated in Exhibit C to allow the DEPARTMENT to work on construction and other work necessary to complete the Project. The DEPARTMENT agrees to pay the RAILROAD the sum of $ for a one-year term, and the DEPARTMENT agrees to pay the RAILROAD the sum of $ as detailed in Exhibit C as compensation for the combined Footing, Slope, and Temporary Construction Easements. 3. The RAILROAD will furnish all labor, materials, tools, and equipment for the RAILROAD work required for the con- struction of the Project, with estimated costs as shown in Exhibit D attached hereto and made a part hereof. The work will include A. Preliminary engineering, design, and contract preparation; B. Changes in communication and signal lines, interlocking, and signal apparatus; C. Furnishing of flagging services and other protective services necessary for the safety of the RAILROAD’S personnel and property and for the operation of its trains during construction of the Project; and D. Furnishing engineering and inspection as required or deemed necessary by the RAILROAD in connection with the construction of the Project. In the event that construction of the Project has not commenced within six (6) months following the effective date of this AGREEMENT, the RAILROAD may, in its sole and absolute discretion, revise the cost estimates set forth in Exhibit D. In such event, RAILROAD shall provide to the DEPARTMENT its revised cost estimates highlighting all changes that are made. Any item of work incidental to the items listed in Exhibit D but not specifically mentioned therein may be included as a part of this AGREEMENT upon written approval by the DEPARTMENT, whose approval of which will not be unreasonably withheld. The RAILROAD shall be reimbursed for its actual costs by the DEPARTMENT for each category of Railroad Work identified in Exhibit D. 4. The RAILROAD will do all Railroad Work set forth in Section 2.3 above and detailed in Exhibit D with the RAILROAD’S own employees working under railroad labor agreements or with contractor(s), if necessary, and on an actual-cost basis. 5. The DEPARTMENT agrees to reimburse the RAILROAD for work of an emergency nature caused by the DEPARTMENT or the DEPARTMENT’S contractor in connection with the Project that the RAILROAD deems is reasonably necessary for the immediate restoration of railroad operations or for the protection of persons or RAILROAD property. Such work may be performed by the RAILROAD without prior approval of the DEPARTMENT, and the DEPARTMENT agrees to fully reimburse the RAILROAD for all such emergency work. 6. The RAILROAD will submit progressive invoices detailing the cost incurred on Railroad Work performed by the RAILROAD under this AGREEMENT in the construction of the Project, within thirty (30) days and no later than one hundred twenty (120) days of completion of work. The DEPARTMENT will pay all undisputed parts of the said progressive invoices within thirty (30) days of receipt and promptly notify the RAILROAD of all disputed billings. 7. Upon completion of the Project, a final and complete billing of all actual incurred costs and expenses, ascertained in accordance with the provisions of 23 CFR, Chapter I, Subchapter B, Part 140, Subpart I, as supplemented and amended, which by this reference is incorporated in this AGREEMENT, shall be made at the earliest practical date by the RAILROAD. The DEPARTMENT shall pay the final invoice within ninety (90) days of receipt of said final invoice. Section 3: Department Obligations In consideration of the herein covenants and conditions to be fulfilled by the RAILROAD and the faithful performance thereof, the DEPARTMENT agrees as follows: 1. To furnish to the RAILROAD plans and specifications for the Structure. Said plans, together with [number] copies of calculations and [number] copies of specifications in Units, must be submitted in PDF format to the RAILROAD for approval prior to commencement of any construction. The RAILROAD will give the DEPARTMENT its final written approval of the plans and specifications substantially in the form of Exhibit E attached to this AGREEMENT and made a part hereof. After approval of the plans and specifications by the RAILROAD, said plans and specifications will become part of this AGREEMENT and shall thereby be incorporated herein. 2. Any approval of the plans and specifications by the RAILROAD shall in no way obligate the RAILROAD with respect to the finished product design and/or construction. Any approval by the RAILROAD shall mean only that the plans and specifications meet the subjective standards of the RAILROAD, and such approval by the RAILROAD shall not be deemed to mean that the plans and specifications or construction is structurally sound and appropriate or that such plans and specifications meet applicable regulations, laws, statutes, or local ordinances and/or building codes. 3. The DEPARTMENT must make any required application and obtain all required permits and approvals for the construction of the Project. 4. The DEPARTMENT must provide for and maintain minimum vertical and horizontal clearances as required and approved by the RAILROAD as part of the plans and specifications for the Project. 5. The DEPARTMENT must acquire all rights-of-way necessary for the construction of the Project. 6. The DEPARTMENT must make any and all arrangements to secure the relocation of wire lines, pipelines, and other facilities owned by private persons, companies, corporations, political subdivisions, or public utilities other

139than the RAILROAD which may be necessary to relocate in any manner whatsoever due to the construction of the Project. 7. The DEPARTMENT must construct the Project in substantial conformance with the plans and specifications accepted or approved by the RAILROAD pursuant to Section 2.1 herein and do all work (“Department’s Work”) provided for in the plans and specifications for the Project as shown in Exhibit A, except Railroad Work that will be performed by the RAILROAD hereunder. The principal elements of Department’s Work are as follows: A. Construction of the Structure in accordance with the plans and specifications approved by the RAILROAD pursuant to Section 2.1 herein; B. All necessary grading and paving, including backfill of excavations and restoration of disturbed vegetation on the RAILROAD’S right-of-way; C. Provide suitable drainage, both temporary and permanent; D. Job site cleanup, including removal of all construction materials, concrete debris, surplus soil, refuse, contami- nated soils, asphalt debris, litter, and other waste materials to the reasonable satisfaction of the RAILROAD; and E. Conduct required environmental testing and appropriate disposal of all soils and groundwater removed from the RAILROAD property during the construction of the Project, in accordance with RAILROAD policy and State and Federal rules and regulations. 8. The DEPARTMENT shall furnish all labor, materials, tools, and equipment in performing the work it agrees to perform herein. All work of construction with respect to the Project shall be undertaken by the DEPARTMENT or the DEPARTMENT’S contractor(s) and shall be performed at such times as not to endanger or interfere with the safe and timely operation of the RAILROAD’S track and other facilities. 9. In order to prevent damage to the RAILROAD’S trains and property, the DEPARTMENT shall require its contractor(s) to notify the RAILROAD’S Roadmaster at least thirty (30) calendar days before commencing work on or over RAILROAD property or near the RAILROAD’S tracks. 10. The DEPARTMENT will not commence work until it gives the RAILROAD’S Manager of Public Projects listed in Exhibit F not less than thirty (30) days prior written notice of such commencement. The notice will state the date that the DEPARTMENT requests construction activities to begin. 11. The DEPARTMENT’S contractor shall notify the RAILROAD’S Roadmaster at least thirty (30) calendar days before initially commencing work requiring a RAILROAD flagman. Any such work occurring subsequent to the work for which the 30-day notice was provided shall require at least seventy-two (72) hours’ notice to the RAILROAD’S Roadmaster. 12. The DEPARTMENT or its contractor(s) must submit [number] copies in PDF format of any plans (including calculations in Units) for proposed shoring, falsework, or cribbing to be used over, under, or adjacent to the RAILROAD’S tracks to the RAILROAD’S Manager of Public Projects, listed in Exhibit F, for approval. 13. The DEPARTMENT must give the RAILROAD’S Manager of Public Projects, as listed in Exhibit F, a written Notice to Proceed with the Railroad Work. The RAILROAD will not begin the Railroad Work (including, without limitation, pro- curement of supplies, equipment, or materials) until a written Notice to Proceed is received from the DEPARTMENT. 14. The DEPARTMENT must notify RAILROAD’S Manager of Public Projects, listed in Exhibit F, in writing, of the completion date of the Project within thirty (30) days after project completion. The DEPARTMENT will also notify the RAILROAD’S Manager of Public Projects in writing of the date on which DEPARTMENT and/or its contractor(s) desire to meet with the RAILROAD for the purpose of conducting final inspection of the completed Overpass. 15. The DEPARTMENT must include the following provisions in any contract with its contractor(s) working on the Project: A. The contractor is placed on notice that fiber optic, communication, and other cable lines and systems (collectively, the “Lines”) owned by various telecommunications companies may be buried on the RAILROAD’S property or right- of-way. The contractor shall be responsible to contact the RAILROAD’S designated Engineering Representative as shown in Exhibit F and/or the telecommunications companies to determine whether there are any Lines located within the Project boundaries that could be damaged or their service disrupted due to the construction of the Project. The contractor must also use all reasonable methods when working in the RAILROAD right-of-way or on RAILROAD property to verify the location of all identified Lines as well as determine if any other Lines may exist. B. Failure to mark or identify these Lines will be sufficient cause for the DEPARTMENT’S Engineer to stop construction at no cost to the DEPARTMENT or the RAILROAD until these items are completed. C. In addition to the liability terms contained elsewhere in this AGREEMENT, the contractor hereby indemnifies, defends, and holds harmless the RAILROAD for, from, and against all cost, liability, and expense whatsoever (including, without limitation, attorney’s fees and court costs and expenses) arising out of or in any way contributed to by any act or omission of the contractor, its subcontractors, agents, and/or employees that cause or in any way or degree contribute to (1) any damage to or destruction of any lines by the contractor and/or its subcontractors, agents, and/or employees on RAILROAD’S property or within RAILROAD’S right-of-way, (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 the RAILROAD’S property or within the RAILROAD’S right-of-way, and/or (3) any claim or cause of action for alleged loss of profits or revenue by, or loss of service by, a customer or user of such telecommunication company(ies). Any obligation to indemnify, defend, and hold harmless the RAILROAD pursuant to this provision shall not apply to costs, liability, and expenses caused by the sole negligence of the RAILROAD, its agents,

140employees, successors, or assigns. Where such costs, liability, and expenses are caused by or result from the concurrent negligence of: (a) the RAILROAD, its agents, employees, successors, or assigns and (b) the contractor, its agents, or employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the contractor or its agents or employees. D. As between the contractor and the RAILROAD, the contractor shall be responsible to coordinate the rearrangement of any lines within the RAILROAD’S right-of-way determined to interfere with the construction of the Project. The contractor must cooperate fully with any company performing these rearrangements. 16. Except as otherwise provided below in this Section, all construction work performed hereunder by the DEPARTMENT for the Project will be pursuant to a contract or contracts to be let by the DEPARTMENT, and all such contracts must include the following: A. All work performed under such contract or contracts within the limits of the RAILROAD’S right-of-way shall be performed in a good and workmanlike manner, in accordance with plans and specifications approved by the RAILROAD. B. Changes or modifications during construction that affect safety or RAILROAD operations shall be subject to the RAILROAD approval. C. No work shall be commenced within the RAILROAD’S right-of-way until each of the contractors employed in connection with said work shall have (1) executed and delivered to RAILROAD a Right-of Entry Agreement and (2) delivered to and secured the RAILROAD’S approval of the insurance. D. To facilitate scheduling for the Project, the DEPARTMENT shall have its contractor give the RAILROAD representative (Roadmaster) four (4) weeks’ advance notice of the proposed times and dates for proposed work windows. The RAILROAD and the DEPARTMENT’S contractor will make all efforts to establish mutually agreeable work windows for the Project. The RAILROAD has the right at any time to revise or change the work windows due to train operations, service obligations, or other operating requirements of the railway. The RAILROAD will give the DEPARTMENT two (2) weeks’ advance notice of all nonemergency schedule changes. The RAILROAD cannot be responsible for any additional costs and expenses resulting from a change in work windows or the inability to schedule work windows as requested. 17. The DEPARTMENT and its contractors, as part of any contract for work to be performed on or about the RAILROAD’S right-of-way, shall indemnify and save harmless the RAILROAD against any and all damage to or destruction of property whatsoever, or injury to or death of persons whomsoever, arising from or as a result of work on the Project (hereafter collectively “Claims”), which shall include but not be limited to interference with the normal movement of trains; whether such Claims are caused by or result from work performed by the DEPARTMENT, its contractors, or by the RAILROAD doing work at the DEPARTMENT’S direction and expense. Should the DEPARTMENT or its contractor’s operations result in such Claims, the DEPARTMENT shall reimburse the RAILROAD therefore. 18. Nothing in this AGREEMENT is intended to be construed as a requirement for an indemnification against the sole negligence of the RAILROAD, its officers, employees, or agents. Moreover, for any work performed in the State of , the DEPARTMENT will require its contractor to indemnify the RAILROAD and any other railroad company occupying or using the RAILROAD’S right-of-way or line of railroad against all loss, liability, and damages, including environmental damages, hazardous materials damages, penalties, or fines that may be assessed for, caused by, or the result of the contractor’s negligence; provided, however, that if such loss, liability, damages, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors. Likewise, if such loss, liability, damages, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT officers, employees, or agents, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S officers, employees, or agents. Section 4: Joint Obligations In consideration of the premises, the parties hereto mutually agree to the following: 1. All work contemplated in this AGREEMENT must be performed in a good and workmanlike manner and each portion must be promptly commenced by the party obligated hereunder to perform the same and thereafter diligently prosecuted to conclusion in its logical order and sequence. Furthermore, any changes or modifications during construction that affect the RAILROAD will be subject to the RAILROAD’S approval prior to the commencement of any such changes or modifications. 2. The DEPARTMENT must require its contractor(s) to reasonably adhere to the Project’s construction schedule for all work. The parties hereto mutually agree that the RAILROAD’S failure to complete the Railroad Work in accordance with the construction schedule due to inclement weather, unforeseen railroad emergencies including those related to scheduling and operations, or other conditions beyond the RAILROAD’S reasonable control, will not constitute a breach of this AGREEMENT by the RAILROAD and will not subject the RAILROAD to any liability. Regardless of the requirements of the construction schedule, in the event of an unforeseen railroad emergency, the RAILROAD reserves the right to reallocate all or a portion of its labor forces assigned to perform the Railroad Work when the RAILROAD

141believes such reallocation is necessary to provide for the immediate restoration of railroad operations of the RAILROAD or its affiliates or to protect persons or property on or near any RAILROAD-owned property or any related railroad. The RAILROAD will not be liable for any additional costs or expenses of the Project resulting from any such reallocation of its labor forces. The parties mutually agree that any reallocation of labor forces by the RAILROAD pursuant to this provision and any direct or indirect consequences or costs resulting from any such reallocation will not constitute a breach of this AGREEMENT by the RAILROAD. 3. The RAILROAD will have the right to stop construction work on the Project if any of the following events take place: (1) the DEPARTMENT (or any of its contractors) performs the work in a manner contrary to the plans and specifications approved by the RAILROAD; (2) the DEPARTMENT (or any of its contractors), in the RAILROAD’S opinion, prosecutes the work in a manner that is hazardous to RAILROAD personnel, property, facilities, or the safe and expeditious movement of railroad traffic; or (3) the insurance is canceled prior to the completion of the Project. The work stoppage will continue until all necessary actions are taken by the DEPARTMENT or its contractor(s) to rectify the situation to the satisfaction of the RAILROAD’S Division Engineer or designee listed in Exhibit F or until insurance coverage is purchased and is valid for the period of the Project and has been delivered to and accepted by the RAILROAD. Any such work stoppage under this provision will not give rise to any liability on the part of the RAILROAD. The RAILROAD’S right to stop the work is in addition to any other rights the RAILROAD may have, including, but not limited to, actions or suits for damages or lost profits. In the event that the RAILROAD desires to stop construction work on the Project, the RAILROAD agrees to immediately attempt to notify the DEPARTMENT Project Manager listed in Exhibit F by telephone and will notify the DEPARTMENT Project Manager in writing. 4. The DEPARTMENT shall supervise and inspect the operations of all DEPARTMENT contractors to ensure compliance with the plans and specifications and the terms of this AGREEMENT. If it is determined by the RAILROAD that the DEPARTMENT’S contractor is not acting in accordance with these requirements and the RAILROAD believes the situation is not being corrected in an expeditious manner, the RAILROAD shall immediately notify the DEPARTMENT so that the DEPARTMENT can take appropriate corrective action. 5. In addition to the terms and conditions set forth elsewhere in this AGREEMENT, the RAILROAD and the DEPARTMENT agree to the following terms upon completion of construction of the Project: A. The DEPARTMENT will own and maintain, at its sole cost and expense, the Overpass, including the highway approaches and the appurtenances thereto, lighting, drainage, and any access roadway up to any gate to RAILROAD property installed pursuant to this AGREEMENT. If the RAILROAD determines in good faith that emergency maintenance work on the Overpass is needed for the immediate restoration of railroad operations or for the protection of persons or RAILROAD property, such work may be performed by the RAILROAD without prior approval of the DEPARTMENT. The RAILROAD will notify the DEPARTMENT of the emergency work and the necessity for it at its earliest opportunity. The RAILROAD shall maintain records regarding the emergency work performed and the costs incurred in accordance with generally accepted accounting principles and practices. Said records shall be made available to the DEPARTMENT for audit on request during normal business hours, for a period of three (3) years after final payment is made to the RAILROAD for the emergency maintenance work. Except for the emergency work as described herein, no maintenance work will be performed on the Overpass by RAILROAD without prior written approval from the DEPARTMENT. B. The DEPARTMENT must, at the DEPARTMENT’S sole cost and expense, keep the Overpass painted and free from graffiti. C. The DEPARTMENT must apply and maintain vertical clearance signs that consistently and accurately describe the minimum actual vertical clearance from the bottom of the Overpass to the top of the rails below. D. The DEPARTMENT shall conduct inspections of the Overpass every two (2) years and provide inspection reports to the RAILROAD. The RAILROAD shall promptly provide the DEPARTMENT a right of entry to perform such inspections. E. It is expressly understood by the DEPARTMENT and the RAILROAD that any right to install utilities will be gov- erned by a separate permit or license agreement between the PARTIES hereto. F. The DEPARTMENT shall make efforts to keep Overpass and surrounding areas clean and free from birds, pigeons, scavengers, vermin, creatures, and other animals. G. If the DEPARTMENT (including its contractors and agents) or the RAILROAD, on behalf of the DEPARTMENT, performs (1) alterations or modifications to the Structure/Overpass, or (2) any maintenance or other work on the Overpass with heavy tools, equipment, or machinery at ground surface level horizontally within 25′-0″ of the centerline of the nearest track, or (3) any maintenance or other work outside the limits of the deck of the Overpass vertically above the top of the rail, the DEPARTMENT or its contractors and/or agents must procure and maintain the following insurance coverage: i. Railroad Protective Liability insurance naming only the RAILROAD as the Insured with coverage of at least $5,000,000 per occurrence and $10,000,000 in the aggregate. The policy must be issued on a standard ISO form CG 00 35 10 93 and include the following: a. Endorsed to include the Pollution Exclusion Amendment (ISO form CG 28 31 10 93). b. Endorsed to include the Limited Seepage and Pollution Endorsement. c. No other endorsements restricting coverage may be added.

142d. The original policy must be provided to the RAILROAD prior to performing any work or services under this AGREEMENT. ii. As used in this paragraph, “RAILROAD” includes the RAILROAD and the subsidiaries, successors, assigns, and affiliates of each. iii. If the above work is performed by DEPARTMENT forces, a Railroad Protective Liability Insurance Policy will not be required, since the DEPARTMENT is self-insured. 6. Except in the event of an emergency and for maintenance on the deck of the Structure/Overpass, the DEPARTMENT must notify and obtain prior authorization from the RAILROAD’S Manager of Public Projects before entering RAILROAD right-of-way for maintenance or future alteration or reconstruction purposes, which authorization shall not be unreasonably withheld or delayed. If the alteration or reconstruction work is contracted, the DEPARTMENT will require its contractor(s) to comply with the obligations in favor of the RAILROAD. 7. The RAILROAD may, at its expense, make future changes or additions to the railroad components under the Over- pass if necessary or desirable, in the RAILROAD’S sole discretion, including, without limitation, the following: (1) the right to raise or lower the grade or change the alignment of its tracks, (2) the right to lay additional track or tracks, or (3) the right to build other facilities in connection with the operation of its railroad. Such changes or additions must not change or alter the highway components of the Overpass. If it becomes necessary or desirable in the future to change, alter, widen, or reconstruct the highway components of the Overpass to meet AREMA horizontal clearance and/or crashworthiness standards and/or any DEPARTMENT requirements related to railroad projects, the cost of such work, including any cost incidental to alteration of railroad or highway facilities made necessary by any such changes to the Overpass, shall be paid for by the DEPARTMENT. 8. The DEPARTMENT may, at the DEPARTMENT’S sole expense, alter or reconstruct the Overpass if necessary or desirable, due to traffic conditions or pedestrian or other recreational traffic, provided, however, that any such alteration or reconstruction must not encroach further upon or occupy the surface of the RAILROAD’S right-of-way without obtaining the RAILROAD’S prior written consent and the execution of a supplement to this AGREEMENT or the completion of a separate written agreement. 9. Any books, papers, records, and accounts of the PARTIES hereto relating to the work hereunder or the costs or expenses for labor and material connected with the construction will at all reasonable times be open to inspection and audit by the agents and authorized representatives of the PARTIES hereto, as well as the State of and the Federal Highway Administration, for a period of three (3) years from the date of final payment under this AGREEMENT. 10. The covenants and provisions of this AGREEMENT are binding on and inure to the benefit of the successors and assigns of the parties hereto. Notwithstanding the preceding sentence, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party. Provided, that the DEPARTMENT may transfer or assign its interest in this AGREEMENT to any other public agency or public entity as permitted by law, provided that such successor or assignee has assumed all the obligations, duties, and liabilities of the DEPARTMENT under this AGREEMENT then in effect, and has provided the RAILROAD with reasonable assurances of its legal and financial authority to honor and perform the same. 11. In the event that construction of the Project does not commence within three (3) years of the Effective Date, this AGREEMENT will become null and void. 12. Neither termination nor expiration of this AGREEMENT will release either party from any liability or obligation under this AGREEMENT, whether of indemnity or otherwise, resulting from any acts, omissions, or events happening prior to the date of termination or expiration. 13. To the maximum extent possible, each provision of this AGREEMENT will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this AGREEMENT is prohibited by, or held to be invalid under, applicable law, such provision will be ineffective solely to the extent of such prohibition or invalidity and the remainder of the provision will be enforceable. 14. This AGREEMENT (including exhibits and other documents, manuals, and so forth incorporated herein) is the full and complete agreement between the RAILROAD and the DEPARTMENT with respect to the subject matter herein and supersedes any and all other prior agreements between the PARTIES hereto. 15. Any notice provided for herein or concerning this AGREEMENT must be in writing and will be deemed sufficiently given when sent by certified mail, return receipt requested, to the PARTIES at the following addresses: RAILROAD DEPARTMENT Contact Name: Contact Name: Address: Address: City: State: City: State: Contact Number: Contact Number:

14316. No modification or amendment to this AGREEMENT shall be valid until the same is provided in writing and executed with the same formalities as were attendant to the AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this MASTER AGREEMENT to be executed in duplicate by their proper officers thereunto duly authorized, as of the day and year first herein written. RAILROAD (Federal Tax ID # ) DEPARTMENT By: By: Title: Title:

144EXHIBIT A DETAILED PLAN OF STRUCTURE/OVERPASS FOR PROJECT Note: The plans will include structure, grading, paving, drainage, and fence.

145EXHIBIT B DETAILED PLANS HIGHLIGHTING RIGHT-OF-WAY AND TEMPORARY EASEMENTS REQUIRED FOR PROJECT Note: These plans will highlight and color code plans in Exhibit A to show the easement, slope, footing, and temporary construction easement and additional square feet to allow the Department to work on construction and will include square feet for other necessary work.

146EXHIBIT C COST ESTIMATE FOR TEMPORARY EASEMENT, INCLUDING FOOTING EASEMENT The estimated cost of easement includes a Footing Easement of square feet, highlighted in red in Exhibit B, and a Slope Easement of square feet, designated in blue in Exhibit B. For the Temporary Construction Easement, highlighted in green ( square feet) in Exhibit B, the DEPARTMENT agrees to pay the RAILROAD the sum of $ for a one-year term. The DEPARTMENT agrees to pay the RAILROAD the sum of $ as compensation for the combined Footing, Slope, and Temporary Construction Easements.

147EXHIBIT D WORK REQUIRED BY THE RAILROAD ON THE PROJECT Note: This Exhibit will include cost estimates for work to be done by the Railroad. Preliminary engineering, design, and contract preparation, costing $ . Changes in communication and signal lines, interlocking and signal apparatus, costing $ . Furnishing of flagging services and other protective services necessary for the safety of the RAILROAD’S personnel and property and for the operation of its trains during construction of the Project, costing $ . Furnishing engineering and inspection as required by the RAILROAD in connection with the construction of the Project, costing $ .

148EXHIBIT E APPROVAL BY THE RAILROAD OF THE PROJECT The RAILROAD hereby approves the plans and specifications and Temporary Easement and other work detailed in Exhibit A and Exhibit B. RAILROAD (Federal Tax ID # ) By: Title: Date:

149EXHIBIT F DEPARTMENT AND RAILROAD DESIGNATED CONTACTS FOR THE PROJECT Note: This Exhibit will list contacts for the Railroad and the Department. RAILROAD’S MANAGER OF PUBLIC PROJECTS Railroad: Name: Contact Phone: RAILROAD’S ENGINEERING REPRESENTATIVE Railroad: Name: Contact Phone: DEPARTMENT PROJECT MANAGER Name: Contact Phone: Mailing Address:

150Warning Devices Agreement Warning devices, such as lights and gates or flashing warning lights, are a common type of item needing regular maintenance, improvement, replacement, or installation. To make the repairs routine and to expedite the process, a standard warning devices agreement between the highway agency and the railroad is common. The following model agreement addresses installation, repair, and upkeep of warning devices.

151RAILROAD–HIGHWAY MASTER AGREEMENT FOR WARNING DEVICES This Master Agreement (“MASTER AGREEMENT”) is made and entered into this day of , 20 , by and between the Department of Transportation, hereinafter called the “DEPARTMENT,” and [Railroad Company], hereinafter called the “RAILROAD.” WITNESSTH: WHEREAS, the RAILROAD owns and operates a line of railroad in and through the City/County of , in the State of . WHEREAS, the DEPARTMENT wants to progressively upgrade the safety at railway–highway crossings by installing warning devices throughout the State of . In order to expedite the processing of applications for these safety improvements and processing of related agreements, it is the desire of the DEPARTMENT and the RAILROAD to enter into this MASTER AGREEMENT setting out the general terms and conditions under which the improvements shall be provided, with the understanding that supplements to this MASTER AGREEMENT will be issued and executed from time to time covering specific installations in the form marked Exhibit A, attached hereto and hereby made a part hereof (the “Supplement” or “Supplements”). WHEREAS, the RAILROAD desires to cooperate with the DEPARTMENT in the installation of these grade crossing warning devices that both parties agree to accomplish through the use of Federal Section 130 and/or State funds. WHEREAS, the local public authority, if applicable, having jurisdiction of the highway or street crossing is referred to in this MASTER AGREEMENT and each Supplement as the “LOCAL AUTHORITY.” NOW, THEREFORE, in consideration of the mutual covenants and agreement of the parties contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Section 1: Scope of Work The RAILROAD will provide all the work, labor, material, and services to install the warning devices, hereinafter called “signals,” at the locations described in the applicable Supplement. The LOCAL AUTHORITY shall perform those services necessary to facilitate the processing of all documents required for orderly progress of the project in accordance with the policies and procedures of the State of and the Federal-Aid Policy of the Federal Highway Administration. The LOCAL AUTHORITY, where applicable, shall install without expense to the RAILROAD advance warning signs, standard pavement markings for railroad crossings, and guardrail or barriers to protect the signal from highway traffic when such protection is required. Section 2: Notice from the Department The DEPARTMENT will provide, at project expense, notice to the RAILROAD of the proposed project. The notice will contain a description of the site, a detailed plan showing the locations of warning devices to be installed, improvement proposed, funding sources proposed, and a request to the RAILROAD to prepare plans and estimates for the work involved. Section 3: Railroad Obligations A. The RAILROAD shall, at project expense, furnish all labor, material, and equipment necessary for the project, and shall install warning signals and/or crossing surface of the type and at the location described in the applicable Supplement, subject to the terms and conditions of this MASTER AGREEMENT and the applicable Supplement. B. The RAILROAD shall also furnish, at project expense, such detailed plans, specifications, and estimates of cost that may be required in addition to those prepared by the State. The plans, specifications, and estimates shall become a part of the applicable Supplement. C. The position of the crossing improvements shall be established jointly by representatives of the DEPARTMENT and the RAILROAD. D. The RAILROAD shall not begin installation of the crossing improvements until authorization is received from the DEPARTMENT. The RAILROAD shall notify the DEPARTMENT at least forty-eight (48) hours prior to the commencement of the improvements. The RAILROAD shall notify the DEPARTMENT in writing of the date when all work is completed. At the completion of all work, representatives of the DEPARTMENT and the RAILROAD will conduct a joint inspection of the crossing improvements. Section 4: Department or Local Authority Obligations A. Unless otherwise provided in Section 4B, the DEPARTMENT, at project expense, shall (1) furnish all supervision, labor, materials, and equipment that are needed to install and thereafter maintain advance warning signs, standard

152pavement markings, guardrails, or barriers to protect warning devices from highway traffic and, if applicable, shall resurface and align the crossing approaches to the alignment of the new rail crossing and (2) provide all necessary traffic control, barricades, and detour signing for crossing work. B. If a LOCAL AUTHORITY has jurisdiction of the highway or street and will have the responsibility to perform the work described in Section 4A or any other work set forth in this MASTER AGREEMENT or shall be responsible for any other obligations under this MASTER AGREEMENT, the DEPARTMENT in a separate agreement with the LOCAL AUTHORITY shall require the LOCAL AUTHORITY to perform such work and/or be responsible for such obligations and shall require the LOCAL AUTHORITY to comply with the terms and conditions contained in this MASTER AGREEMENT and in the respective Supplement. C. All work performed by the DEPARTMENT or the LOCAL AUTHORITY shall be in compliance with the current Manual on Uniform Traffic Control Devices. Section 5: Maintenance by Railroad A. Upon completion of installation, the warning devices shall be operated and maintained by and at the expense of the RAILROAD, provided, however, that the RAILROAD’S agreement herein to operate and maintain said warning devices shall not prejudice the RAILROAD from having the benefit and advantage of Federal, State, or other public funds that may become available to pay or contribute to the cost of operation and maintenance of warning devices at highway–railway grade crossings. B. The portion of the crossing surface between the track tie ends shall be maintained by and at the expense of the RAILROAD. If, in the future, the DEPARTMENT or the LOCAL AUTHORITY 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 the DEPARTMENT’S or the LOCAL AUTHORITY’S expense, shall install such replacement surfacing. Section 6: Maintenance by Local Authority The LOCAL AUTHORITY will maintain the advance warning signs, the standard pavement markings for railroad crossings, and protecting barriers or guardrails at the LOCAL AUTHORITY’S expense. However, in the event that any existing or future legislation makes Federal, State, or other funds available for the operation, maintenance, repair, or replacement of signals at grade crossings, the LOCAL AUTHORITY shall cooperate with the RAILROAD to secure said funds for the operation, maintenance, repair, or replacement of the signals installed pursuant hereto. This agreement may be supplemented and amended as necessary for operation and maintenance of said warning devices and their appurtenances. Section 7: Repair or Replacement of Damaged or Obsolete Facility In the event that said warning devices or their appurtenances installed under any Supplement are damaged, and if after a diligent effort by the RAILROAD, documented in writing, the item for damages proves uncollectible from the person or persons responsible for such damage, or in the event the RAILROAD and the DEPARTMENT agree that said warning devices cannot be maintained or by virtue of their obsolescence require replacement, then in either event cost of repair of said warning devices or cost of reinstallation of new warning devices shall be borne by the parties hereto in the same participation ratio as the cost of the original installation. The DEPARTMENT will not assume any liability for further damage or participate in any flagging or other costs on account of the warning devices being inoperative due to damage or replacement. If the damage to said warning devices is caused by highway traffic, the DEPARTMENT or LOCAL AUTHORITY, as applicable, will cooperate with the RAILROAD in determining the location and identification of the parties responsible for such damage to the extent of making accident records available to the RAILROAD. If the said warning devices cannot through age be maintained or require replacement because of obsolescence, then the cost of replacing the said warning devices shall be negotiated by the LOCAL AUTHORITY and the RAILROAD as specified in the participation Exhibit A, with such State, Federal, or other public funds as may be available at the time that such replacement becomes necessary. Section 8: Disposition of Signal No Longer Required A. In the event that said warning devices are no longer required at the grade crossing and the RAILROAD and the DEPARTMENT/LOCAL AUTHORITY agree that they are not obsolete, the DEPARTMENT will take ownership and arrange to have them relocated to some other grade crossing. The division of costs of said relocation shall be agreed upon between the RAILROAD and DEPARTMENT/LOCAL AUTHORITY, as applicable, prior to such removal. B. If for any reason the warning devices shall no longer be required at the grade crossing and in the opinion of the RAILROAD and DEPARTMENT/LOCAL AUTHORITY, as applicable, the warning devices are obsolete, the RAILROAD may remove the said warning devices and credit the DEPARTMENT/LOCAL AUTHORITY, as applicable, the value of salvage recovered less cost of removal.

153Section 9: Working on Railroad Property A. The DEPARTMENT, when working on any RAILROAD property, will comply with the terms and conditions set forth in Exhibit E, attached hereto and hereby made a part hereof, and will also require, in its separate contract with the LOCAL AUTHORITY and/or the DEPARTMENT’S Contractor (as such term is defined in Paragraph B below), that the LOCAL AUTHORITY and/or Contractor also comply with the terms and conditions contained in Exhibit E. B. The term “Contractor ” as used in this MASTER AGREEMENT or in any Supplement shall mean the contractor or contractors hired by the DEPARTMENT or the LOCAL AUTHORITY to perform any work on the RAILROAD’S property and shall also include the Contractor’s subcontractors and the Contractor’s and subcontractor’s respective employees, officers, and agents and others acting under its or their authority. Section 10: Funding and Audit A. The project will be funded in conformity with Federal Highway Administration regulations adopted for safety improvement projects authorized in the Transportation Equity Act for the 21st Century, its revisions, or amendments. All bills rendered by the RAILROAD and paid by the DEPARTMENT/LOCAL AUTHORITY will be subject to audit and approval by the Federal Highway Administration (“FHWA”). Reimbursement shall be in accordance with provisions of the Federal-Aid Policy Guide, provided, however, that the use of said Federal-Aid Policy Guide as a guideline for reimbursement between the parties hereto shall not be construed as a condition precedent to the DEPARTMENT’S obligation to pay the RAILROAD for work performed by it. If the DEPARTMENT desires to secure reimbursement from the FHWA for all phases of the work performed by the RAILROAD, it is the responsibility of the DEPARTMENT to ensure that the interpretation of the Federal-Aid Policy Guide will permit Federal participation in the cost and expense of work that, pursuant to each Supplemental, is to be performed by the RAILROAD at the expense of the DEPARTMENT. B. If the DEPARTMENT requires the services of a consultant, the DEPARTMENT shall be responsible for audit of the consultant’s records to determine eligible federal aid costs on the project. The report of said audit shall be in the DEPARTMENT’S files and made available to the State or Federal government. An audit shall be conducted by the DEPARTMENT’S internal Audit office in accordance with generally accepted auditing standards as issued by the U.S. Government Accountability Office. C. All project records in support of all costs incurred and expenditures shall be open to inspection by the DEPARTMENT and the FHWA at the RAILROAD’S offices, during normal business hours, and shall be retained and made available by the RAILROAD for such inspection for a period of not less than three (3) years from the date of final billing from the RAILROAD. Any overpayment of federal money in ineligible items of cost found as a result of the audit will be reimbursed by the RAILROAD to the DEPARTMENT or LOCAL AUTHORITY, as applicable, for the amount of such overpayment. All such excess funds will be reimbursed to the FHWA. Section 11: Billing and Payments A. The RAILROAD will submit progressive itemized invoices detailing the actual cost incurred by the RAILROAD in carrying out work to be performed under this MASTER AGREEMENT and each Supplement to the LOCAL AUTHORITY or DEPARTMENT, as applicable. Work shall include cost of labor, materials, and other services as shown in the estimate of cost furnished by the RAILROAD and accepted by the LOCAL AUTHORITY or DEPARTMENT, as applicable. The LOCAL AUTHORITY or DEPARTMENT, as applicable, shall pay all undisputed parts of said progressive invoices within thirty (30) days and no later than one hundred twenty (120) days of receipt of invoices. The DEPARTMENT will promptly notify the RAILROAD of all disputed billings. B. A final and complete billing of all actual incurred costs and expenses, ascertained in accordance with the provisions of 23 CFR, Chapter I, Subchapter B, Part 140, Subpart I, as supplemented and amended, which by this reference is incorporated in this MASTER AGREEMENT, shall be made within one (1) year of completion of project by the RAILROAD. The DEPARTMENT/LOCAL AUTHORITY agrees to make final payment of eligible costs listed in the final invoice within ninety (90) days of receipt of said final invoice. Section 12: Preliminary Engineering Costs The DEPARTMENT and the RAILROAD acknowledge that the cost of preliminary engineering incurred prior to approval of the specific project by the FHWA is ineligible for reimbursement with Federal funds and will therefore be reimbursed with State funds if incurred after the DEPARTMENT’S request for preparation of estimates. Section 13: Separate Agreement with the Local Authority If a grade crossing improvement project is to be undertaken at a crossing at which the highway or street is subject to the jurisdiction of the LOCAL AUTHORITY instead of the DEPARTMENT, the DEPARTMENT shall enter into a separate agreement with the LOCAL AUTHORITY whereby the LOCAL AUTHORITY shall assume responsibility for the obligations set forth herein as applicable to the LOCAL AUTHORITY with jurisdiction over the highway or street.

154Section 14: Nondiscrimination Provision If the RAILROAD enters into contract or agreement with a contractor to perform any of the work under this MASTER AGREEMENT or Supplement, the provisions of the Civil Rights Act of 1964 will apply and become a part of the Supplement for the project by reference. Section 15: Successors or Assigns This MASTER AGREEMENT and each Supplement shall be binding on and inure to the benefit of the parties hereto, their successors, and assigns. Section 16: Indemnification Nothing in this MASTER AGREEMENT is intended to be construed as a requirement for an indemnification against the sole negligence of the RAILROAD, its officers, employees, or agents. Moreover, for any work performed in the State of , the DEPARTMENT will require its contractor to indemnify the RAILROAD and any other railroad company occupying or using the RAILROAD’S right-of-way or line of railroad against all loss, liability, and damages, including environmental damages, hazardous materials damages, penalties, or fines that may be assessed for, caused by, or the result of the contractor’s negligence; provided, however, that if such loss, liability, damages, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors. Likewise, if such loss, liability, damages, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT’S officers, employees, or agents, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S officers, employees, or agents. IN WITNESS WHEREOF, the parties hereto have caused this MASTER AGREEMENT to be executed in duplicate by their proper officers thereunto duly authorized, as of the day and year first herein written. RAILROAD DEPARTMENT (Federal Tax ID # ) By: By: Title: Title: Date: Date:

155EXHIBIT A SUPPLEMENT TO RAILROAD–HIGHWAY MASTER AGREEMENT BETWEEN TRANSPORTATION DEPARTMENT AND RAILROAD FOR GRADE CROSSING WARNING DEVICES INVOLVING FEDERAL SECTION 130 FEDERAL AID FUNDS Project Name: Project No.: (the “Project”) DOT No.: Railroad Subdivision: Railroad Milepost: Hwy, Road, or Street: (the “Crossing”) City: County: A. Transportation Department (“DEPARTMENT”) and Railroad Company (“RAILROAD”) entered into a RAILROAD–HIGHWAY MASTER AGREEMENT (“MASTER AGREEMENT”) dated . B. As provided in the MASTER AGREEMENT, the DEPARTMENT and the RAILROAD are to enter into supplements to the MASTER AGREEMENT covering each Section 130 project. C. This supplement to the MASTER AGREEMENT (“Supplement”) is being executed by the DEPARTMENT and the RAILROAD [add if applicable: City of , County of (the “LOCAL AUTHORITY”)] to provide for the Project improvements described in this Supplement that are to be completed at the crossing described above pursuant to the terms and conditions of the MASTER AGREEMENT. D. Listed below are the proposed improvements with cost estimates. The RAILROAD’S force account estimate(s) is attached as Exhibit B, and wiring diagram (if required) is attached as Exhibit D, and are hereby made a part of this Supplement. All work and the financing thereof shall be subject to the terms and provisions of the MASTER AGREEMENT. E. Description of Improvement: Estimated Total Cost Federal Funds State Funds Local Funds Railroad Funds $ $ $ $ $ F. The [DEPARTMENT] [LOCAL AUTHORITY] shall be responsible for reimbursing the RAILROAD for railroad flagging costs relating to any work performed by the State, LOCAL AUTHORITY, or Contractor. RAILROAD DEPARTMENT (Federal Tax ID # ) By: By: Title: Title: Date: Date: LOCAL AUTHORITY [add if applicable] By: Title: Date:

156EXHIBIT B RAILROAD DETAILED FORCE ACCOUNT COST ESTIMATE Type of Work Labor Non-Labor Total 1. Install Warning Devices (Type) a. Freight Material Handling b. Equipment Rental c. Expenses d. Salvage e. Other 2. Engineering and Accounting 3. Liability Insurance 4. Labor Surcharge 5. Other Work by Railroad  Yes  No EXHIBIT C attached hereto 6. Total Project Costs

157EXHIBIT C RAILROAD OTHER WORK [IF REQUIRED] COST ESTIMATE

158EXHIBIT D RAILROAD DETAILED WIRING DIAGRAM [IF REQUIRED]

159EXHIBIT E TERMS AND CONDITIONS RELATING TO WORKING ON THE RAILROAD’S PROPERTY 1. The RAILROAD, at its determination, may provide inspection, security, flagging, or other protective services as nec- essary for the protection of the RAILROAD’S property or operations whenever there are DEPARTMENT, LOCAL AUTHORITY, or Contractor activities or work on the RAILROAD’S property. 2. All work to be done by the DEPARTMENT, LOCAL AUTHORITY, and any Contractor on RAILROAD property shall be done in a manner satisfactory to the RAILROAD. The work shall be performed diligently and completed within a reasonable time or within such period of time as may be specified in writing by the RAILROAD. The authorized representative of the RAILROAD shall have final authority in all matters affecting safe and timely train operations. 3. No Project work on any RAILROAD property shall commence until the DEPARTMENT, LOCAL AUTHORITY, or Contractor has provided fifteen (15) days’ advance notice to the RAILROAD representative and at least fifteen (15) days’ advance notice for any work to be performed within twenty-five (25) feet of any railway track, or where such work, personnel, or equipment will be near enough to any track that an 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, temporary structures, machinery, tools, materials, or vehicles shall be located, operated, placed, or stored within twenty-five (25) feet of any railway track at any time, for any reason, unless and until the RAILROAD has given approval of such use and a RAILROAD flagger is available at the job site to provide flagging protection. When it becomes necessary for the RAILROAD to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, the DEPARTMENT, LOCAL AUTHORITY, or Contractor must provide the 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, the DEPARTMENT or the LOCAL AUTHORITY will 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 fifteen (15) days’ notice must then be given to the RAILROAD if flagging services are needed again after such five (5)-day cessation notice has been given to the RAILROAD. 4. The work performed by the DEPARTMENT, LOCAL AUTHORITY, or Contractor shall be done at such time and in such manner as not to damage any railway tracks or interfere with (1) the timely and safe movement of the RAILROAD’S trains and on-track maintenance equipment or (2) the installations or operations of the RAILROAD’S tenants, unless mutually agreed upon prior to any such work activity. 5. The RAILROAD reserves the right to stop, by an oral directive followed by a written notice, any DEPARTMENT, LOCAL AUTHORITY, or Contractor activities or operations on RAILROAD property that, at the RAILROAD’S determination, could or is creating an imminent hazard to RAILROAD property or operations. After stopping any activity or operation, the RAILROAD is to notify the DEPARTMENT, LOCAL AUTHORITY, and Contractor in writing of the required modification to activities or operations, along with recommended protective services that will be provided by the RAILROAD to allow Project construction to continue. 6. Work on the job site shall not cease without the RAILROAD’S written consent and subject to such reasonable conditions as the RAILROAD may specify. It is understood that the RAILROAD’S tracks at and in the vicinity of the work will be in use during progress of the work and that movement or stoppage of rail traffic, including track maintenance equipment, may cause delays in the work of the Project. The DEPARTMENT and/or LOCAL AUTHORITY hereby assume the risk of any such delays and agree that no claims for damage on account of any delay shall be made against the RAILROAD. 7. The DEPARTMENT or LOCAL AUTHORITY, at its own expense, shall adequately police and supervise all work to be performed by the Contractor. The responsibility of the DEPARTMENT or LOCAL AUTHORITY for safe conduct and adequate policing and supervision of the Project shall not be lessened or otherwise affected by the RAILROAD’S collaboration in performance of any work, or by the presence at the job site of the RAILROAD’S representatives, or by compliance by the DEPARTMENT or LOCAL AUTHORITY with any requests or recommendations made by such representatives. 8. All Project work shall be performed in compliance with all applicable Federal, DEPARTMENT, and local laws and regulations affecting the Project work, including, without limitation, all applicable Federal Railroad Administration regulations. 9. The DEPARTMENT, LOCAL AUTHORITY, or Contractor shall telephone the RAILROAD during normal business hours ( , except holidays) at [also include a 24-hour, 7-day number for emergency calls] to determine if fiber optic cable is located within the job site area on RAILROAD property. If there are fiber optic cables on such property, the Contractor will telephone the telecommunications company(ies) involved, arrange for a cable locater, and make arrangements for relocation or other protection of the fiber optics, at Project expense, prior to beginning any work on RAILROAD property. 10. The DEPARTMENT, LOCAL AUTHORITY, and Contractor, at no expense to the RAILROAD, shall provide and maintain suitable facilities for draining the highway and its appurtenances, and shall not suffer or permit drainage

160water therefore to flow or collect on property of the RAILROAD. The DEPARTMENT and LOCAL AUTHORITY shall provide adequate passageway for the waters of any streams, bodies of water, and drainage facilities (either natural or artificial, including water from the RAILROAD’S culvert and drainage facilities), so that said waters may not, because of any facilities or work of the Contractor, be impeded, obstructed, diverted, or caused to back up, overflow, or damage the property of the RAILROAD or any part thereof, or the property of others. The Contractor shall not obstruct or interfere with existing ditches or drainage facilities. 11. Upon completion of work, the DEPARTMENT, LOCAL AUTHORITY, and Contractor shall remove from RAILROAD property all machinery, equipment, surplus materials, and rubbish and leave such property in a condition satisfactory to the RAILROAD. 12. The DEPARTMENT, LOCAL AUTHORITY, and Contractor shall remedy any damage to the RAILROAD property and the RAILROAD’S tenants’ property caused by itself during Project activities or the failure to perform activities, and in the event the Contractor or its insurance carrier(s) fail to repair or restore the same. 13. Safety of personnel, property, rail operations, and the public is of paramount importance in the prosecution of the work performed by DEPARTMENT, LOCAL AUTHORITY, or Contractor. The DEPARTMENT, LOCAL AUTHORITY, or Contractor shall be responsible for initiating, maintaining, and supervising all safety, operations, and programs in connection with its work on RAILROAD property. 14. The DEPARTMENT and LOCAL AUTHORITY shall protect and hold harmless the RAILROAD and the RAILROAD’S tenants from and against all loss, liability, and damage arising from activities of the DEPARTMENT or LOCAL AUTHORITY on RAILROAD property during and after Project work. 15. The DEPARTMENT and LOCAL AUTHORITY shall provide, without expense to the RAILROAD and the RAILROAD’S tenants, a minimum of $500,000 of liability insurance for bodily or personal injury, death, or property damage or loss as a result of any one occurrence or accident, regardless of the number of persons injured or the number of claimants during Project work. 16. The DEPARTMENT’S or LOCAL AUTHORITY’S contract with the Contractor shall require the Contractor to indemnify, defend, and hold harmless the RAILROAD, its officers, agents, and employees from and against any loss, damages, claims, actions, penalties, fines, costs, and expenses, including, without limitation, court costs and reasonable attorney’s fees, which may result from (1) injury to or death of any person, including the RAILROAD’S and Contractor’s officers, agents, and employees, as well as any other person, and/or (2) damage to or loss or destruction of property whatsoever, including the RAILROAD’S and the Contractor’s property or property in their care or custody or any other property (hereinafter collectively “Loss”) when the Loss is due to or arises from the Contractor’s work or other acts or omissions on RAILROAD property, except to the extent that the Loss is caused by the sole negligence of the RAILROAD. The RAILROAD shall have the right to file a lawsuit or claim directly against the Contractor in connection with the provisions of this Section. 17. The DEPARTMENT’S or LOCAL AUTHORITY’S Contractor shall not store material or park equipment and vehicles on RAILROAD property when not in use in the Project. 18. The DEPARTMENT or LOCAL AUTHORITY shall ensure that the payment bond(s) it obtains from the Contractor for the Project includes the payment of any mechanic’s or materialmen’s liens filed by the Contractor against any property of the RAILROAD. If such bonds are not sufficient for such liens to be released, the DEPARTMENT or LOCAL AUTHORITY shall immediately pay off such liens so that such liens are released and not enforced. 19. Any utility lines constructed on RAILROAD property by or under authority of the DEPARTMENT or LOCAL AUTHORITY for the purpose of conveying electric power or communications incidental to the DEPARTMENT’S or LOCAL AUTHORITY’S use of RAILROAD property for highway purposes shall be constructed in accordance with specifications and requirements of the RAILROAD, and in such manner as to not adversely affect any communication or signal lines of the RAILROAD or its licenses now or hereafter located on the property. 20. Before commencing any work on any RAILROAD property, the Contractor will provide the RAILROAD and the DEPARTMENT or LOCAL AUTHORITY with the insurance binders, policies, certificates, and/or endorsements set forth in Exhibit F of this AGREEMENT. All insurance correspondence, binders, policies, certificates, and/or endorsements shall be sent to: RAILROAD DEPARTMENT [OR LOCAL AUTHORITY] Attention: Attention: Address: Address: City: State: City: State:

161EXHIBIT F INSURANCE REQUIREMENTS FOR CONTRACTOR AS SPECIFIED BY RAILROAD The Contractor shall, at its sole cost and expense, procure and maintain until Project completion 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 $6,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage). B. Business Automobile Coverage insurance. Business auto coverage written on ISO form CA 00 01 (or a substitute form providing equivalent liability coverage), with a limit of not less than $1,000,000 per occurrence. 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 Department of of the State of .  Employers’ Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy with a limit of $500,000 per employee. If the 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. D. Railroad Protective Liability insurance. The 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 the RAILROAD as named insured, with a limit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000. This information must be submitted to the RAILROAD before the work may be commenced. E. Umbrella or Excess insurance. If the 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 included when the scope of the work as defined in the AGREEMENT includes installation, temporary storage, or disposal of any “hazardous” material that is injurious in or upon land, the atmosphere, or any watercourses, or may cause bodily injury at any time. 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 $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 nonhazardous materials from the job site, the Contractor must furnish to the 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 workers’ compensation and employers’ liability) must include the 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 the RAILROAD as additional insured shall, to the extent provided under ISO Additional Insured Endorsements CG 20 26 and CA 20 48, provide coverage for the RAILROAD’S negligence whether sole or partial, active or passive, and shall not be limited by the Contractor’s liability under any indemnity provisions under which the Contractor is to indemnify the RAILROAD under this Project. The Contractor shall not assign or subcontract its contract with the DEPARTMENT or LOCAL AUTHORITY for this Project, or any interest therein, without the written consent of the DEPARTMENT or LOCAL AUTHORITY. The Contractor shall be responsible for the acts and omissions of all subcontractors. Before the 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 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 the subcontractor’s 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 the subcontractor’s 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. H. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (1) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this agreement or (2) all punitive damages are prohibited by all states in which this agreement will be performed.

162I. The Contractor waives all rights against the RAILROAD and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by the workers’ compensation and employers’ liability or commercial umbrella or excess liability insurance obtained by the Contractor as required by this AGREEMENT. J. Prior to commencing the work, the Contractor shall furnish the 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 the 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 of . L. The fact that insurance is obtained by the Contractor will not be deemed to release or diminish the liability of the Contractor, including, without limitation, liability under the indemnity provisions of this MASTER AGREEMENT. Damages recoverable by the RAILROAD from the Contractor or any third party will not be limited by the amount of the required coverage. M. Nothing in this AGREEMENT is intended to be construed as a requirement for an indemnification against the sole negligence of the RAILROAD, its officers, employees, or agents. Moreover, for any work performed in the State of , the DEPARTMENT will require its contractor to indemnify the RAILROAD and any other railroad company occupying or using the RAILROAD’S right-of-way or line of railroad against all loss, liability, and damages, including environmental damages, hazardous materials damages, penalties, or fines that may be assessed for, caused by, or the result of the contractor’s negligence; provided, however, that if such loss, liability, damage, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors. Likewise, if such loss, liability, damage, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT officers, employees, or agents, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S officers, employees, or agents.

163Pipe and Wire Agreement Agreements known generically as pipe and wire agreements are among the most commonly exe- cuted between highway agencies and railroads. These agreements are necessary whenever there is maintenance, construction, or installation of drainage pipes, pipelines, utility lines, or other lin- ear structures that intersect a railway. The maintenance, construction, or installation of a device or structure above, adjacent to, or beneath a railway raises numerous safety concerns for the rail- road. However, the frequency of pipe and wire projects has led to standardization of the agree- ments and of the approaches to the construction and maintenance of such structures or devices. Following is a model agreement for pipe and utility crossings.

164RAILROAD–HIGHWAY MASTER AGREEMENT FOR PIPE AND/OR WIRE ACTIVITIES This Master Agreement (“MASTER AGREEMENT”) is made and entered into this day of , 20 , by and between the Department of Transportation, hereinafter called the “DEPARTMENT,” and [Railroad Company], hereinafter called the “RAILROAD.” WITNESSTH: WHEREAS, the DEPARTMENT proposes to engage in certain projects for the construction, reconstruction, or other change of portions of the DEPARTMENT’S road system that will cross the right-of-way and/or track(s) of the RAILROAD at various locations throughout the State of ; WHEREAS, the DEPARTMENT may be involved in (1) installation of new culvert, pipe, and wire, (2) adding to existing culvert, pipe, and wire, or (3) adjustment and relocation of culvert, pipe, and wire throughout the State of ; WHEREAS in order to expedite the processing of applications for these utility projects and the preparation of agreements, it is the desire of the DEPARTMENT and the RAILROAD to enter into this MASTER AGREEMENT setting out the general terms and conditions under which the improvements shall be provided, with the understanding that supplements to this MASTER AGREEMENT will be issued and executed from time to time covering specific installations in the form marked Exhibit A, attached hereto and hereby made a part hereof (the “Supplement” or “Supplements”). NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows: Section 1: Federal-Aid Policy Guide All work, procedures in general, plans, estimates of cost, specifications, and statements of work for projects authorized under this MASTER AGREEMENT and each Supplement shall be prepared in such form and detail as to enable the DEPARTMENT to comply with the Federal-Aid Policy Guide as published in 23 CFR 140, Subpart I, and 23 CFR 646, Subparts A and B. The DEPARTMENT and the RAILROAD shall be governed by the applicable provisions of the Federal-Aid Policy Guide and any special provisions agreed to herein concerning this MASTER AGREEMENT and each Supplement. Section 2: Work Performed by the Railroad The RAILROAD will determine if the work requires flagging. All required flagging will be provided by the RAILROAD at project expense. The RAILROAD shall also furnish, at project expense, such detailed plans, specifications, and estimates of cost that may be required in addition to those prepared by the RAILROAD at the request of the DEPARTMENT. The plans, specifications, and estimates shall become a part of the applicable Supplement. The position of the new utilities and additions to existing utilities shall be established jointly by representatives of the DEPARTMENT and the RAILROAD. Section 3: Notice from Department The DEPARTMENT shall not begin work until authorization is received from the RAILROAD. The DEPARTMENT shall notify the RAILROAD at least forty-eight (48) hours prior to the commencement of the improvements. The DEPARTMENT shall notify the RAILROAD in writing of the date when all work is completed. At the completion of all work, representatives of the DEPARTMENT and the RAILROAD will conduct a joint inspection of the crossing improvements. The DEPARTMENT shall furnish, at project expense, notice to the RAILROAD of proposed crossing improvements. Project notice shall contain a description of the site, a detailed plan showing location of the improvements proposed, funding sources proposed, and a request for the RAILROAD to prepare plans and estimates for the work involved. Section 4: Work Performed by Department or Local Authority Unless otherwise provided, the DEPARTMENT, at project expense, shall (1) furnish all supervision, labor, materials, and equipment that are needed to install and thereafter maintain the utility and (2) provide all necessary traffic control, barricades, and detour signing for utility work described in Exhibit A. If a LOCAL AUTHORITY has jurisdiction of the highway or street and will have the responsibility to perform the work described or any other work set forth in this MASTER AGREEMENT or shall be responsible for any other obligations under this MASTER AGREEMENT, the DEPARTMENT, in a separate agreement with the LOCAL AUTHORITY, shall require the LOCAL AUTHORITY to perform such work and/or be responsible for such obligations and shall also require

165the LOCAL AUTHORITY to comply with the terms and conditions contained in this MASTER AGREEMENT and in the respective Supplement. All work performed by the DEPARTMENT or the LOCAL AUTHORITY shall be in compliance with the current Manual on Uniform Traffic Control Devices. Section 5: Maintenance of Utilities The utilities shall be maintained by and at the expense of [insert name of entity responsible for the utility or pipe], provided, however, that the RAILROAD’S agreement herein to operate and maintain said utilities shall not prejudice the RAILROAD from having the benefit and advantage of Federal, DEPARTMENT, or other public funds that may become available to pay or contribute to the cost of maintenance of warning devices at highway–railway grade crossings. Section 6: Change in Ownership It is the DEPARTMENT’S responsibility to inform the RAILROAD in writing of any change in name, ownership, or address. Section 7: Noncompliance Noncompliance by the DEPARTMENT, LOCAL AUTHORITY, and/or the DEPARTMENT’S Contractor with any terms of the Utility Accommodation policy (Exhibit E) may be considered as a cause for discontinuance of construction or operations until compliance is assured. Continued noncompliance will result in the revocation of the license. The cost of any work required by the RAILROAD in the removal of noncomplying construction will be assessed against the DEPARTMENT. Section 8: Application Forms The DEPARTMENT will use the Application Form set forth in Exhibit C to provide details of the pipes to be used in the project. The DEPARTMENT will use the Application Form set forth in Exhibit D to provide details of wires to be used in the project. Exhibit C and Exhibit D are attached hereto and are hereby made part of this MASTER AGREEMENT. Section 9: Working on Railroad Property The DEPARTMENT, when working on any RAILROAD property, including, but not limited to, working on utilities, will comply with the terms and conditions set forth in Exhibit B, attached hereto and hereby made a part hereof, and will also require, in its separate contract with the LOCAL AUTHORITY and/or the DEPARTMENT’S Contractor (as such term is defined in this section below), that the LOCAL AUTHORITY and/or Contractor also comply with the terms and conditions contained in Exhibit B. The term “Contractor ” as used in this MASTER AGREEMENT or in any Supplement shall mean the contractor or contractors hired by the DEPARTMENT or the LOCAL AUTHORITY to perform any work on the RAILROAD’S property and shall also include the Contractor’s subcontractors and the Contractor’s and subcontractor’s respective employees, officers, agents, and others acting under its or their authority. Section 10: Billing the Department and the Department’s Payment to the Railroad The DEPARTMENT shall pay to the RAILROAD within forty-five (45) days after receipt of itemized bills of cost incurred by the RAILROAD in carrying out the work to be performed by the RAILROAD under the provisions of this MASTER AGREEMENT. The RAILROAD’S estimate of costs will be attached as an exhibit to each Supplement. Within one hundred eighty (180) days of completion of the utility work on the project, the RAILROAD shall submit a final bill to the DEPARTMENT for all actual costs of the RAILROAD’S work less any previous payments received. All bills rendered by the RAILROAD and paid by the DEPARTMENT will be subject to audit and approval by the Federal Highway Administration (“FHWA”). Reimbursement shall be in accordance with provisions of the Federal-Aid Policy Guide, provided, however, that the use of said Federal-Aid Policy Guide as a guideline for reimbursement between the parties hereto shall not be as a condition precedent to the DEPARTMENT’S obligation to pay the RAILROAD for work performed by it. If the DEPARTMENT desires to secure reimbursement from the FHWA for the work performed by the RAILROAD, it is the responsibility of the DEPARTMENT to ensure that the interpretation of the Federal-Aid Policy Guide will permit Federal participation in the cost and expense of work that, pursuant to each Supplemental, is to be performed by the RAILROAD at the expense of the DEPARTMENT. All project records in support of all costs incurred and expenditures shall be open to inspection by the DEPARTMENT and the FHWA at the RAILROAD’S offices in , during normal business hours, and shall be retained and made available by the RAILROAD for such inspection for a period of not less than three (3) years from the date of final billing from the RAILROAD.

166Section 11: Separate Agreement with Local Authority If a utility project is subject to the jurisdiction of the LOCAL AUTHORITY instead of the DEPARTMENT, the DEPARTMENT shall enter into a separate agreement with the LOCAL AUTHORITY whereby the LOCAL AUTHORITY shall assume responsibility for the obligations set forth herein as applicable to the LOCAL AUTHORITY with jurisdiction over the highway or street. Section 12: Civil Rights Act If any work by the RAILROAD is performed by other than RAILROAD forces, the provisions of the Civil Rights Act of 1964 will apply and become a part of the Supplement for a particular project by reference. Section 13: Successors and Assigns This MASTER AGREEMENT and each Supplement shall be binding on and inure to the benefit of the parties hereto, their successors, and assigns. Section 14: Indemnification Nothing in this agreement is intended to be construed as a requirement for an indemnification against the sole negligence of the RAILROAD, its officers, employees, or agents. Moreover, for any work performed in the State of , the DEPARTMENT will require its contractor to indemnify the RAILROAD and any other railroad company occupying or using the RAILROAD’S right-of-way or line of railroad against all loss, liability, and damages, including environmental damages, hazardous materials damages, penalties, or fines that may be assessed for, caused by, or the result of the contractor’s negligence; provided, however, that if such loss, liability, damages, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors. Likewise, if such loss, liability, damages, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT’S officers, employees, or agents, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S officers, employees, or agents. IN WITNESS WHEREOF, the parties hereto have caused this MASTER AGREEMENT to be executed in duplicate by their proper officers thereunto duly authorized, as of the day and year first herein written. RAILROAD DEPARTMENT (Federal Tax ID # ) By: By: Title: Title: Date: Date:

167EXHIBIT A SUPPLEMENT TO RAILROAD–HIGHWAY MASTER AGREEMENT BETWEEN TRANSPORTATION DEPARTMENT AND RAILROAD FOR INSTALLING NEW, ADDING TO, OR REPLACING EXISTING PIPE AND/OR WIRE Project Name: Project No.: (the “Project”) DOT No.: Key No.: Railroad Subdivision: Railroad Milepost: Hwy, Road, or Street: [Location] City: County: A. Transportation Department (“DEPARTMENT”) and Railroad Company (“RAILROAD”) entered into a RAILROAD–HIGHWAY MASTER AGREEMENT (“MASTER AGREEMENT”) dated . B. As provided in the MASTER AGREEMENT for pipe and wire projects, the DEPARTMENT and the RAILROAD are to enter into supplements to the MASTER AGREEMENT. C. This supplement to the MASTER AGREEMENT (“Supplement”) is being executed by the DEPARTMENT and the RAILROAD [add if applicable: City of , County of (“LOCAL AUTHORITY”)] to provide for the Project improvements described in this Supplement that are to be completed at the location described above pursuant to the terms and conditions of the MASTER AGREEMENT. D. Listed below are the proposed improvements, with cost estimates. The DEPARTMENT’S detailed plan is attached as Exhibit 1 and made a part of this Supplement. The RAILROAD’S force account estimate(s) and wiring diagram (if required) are attached as Exhibit 2 and made a part of this Supplement. All work and the financing thereof shall be subject to the terms and provisions of the MASTER AGREEMENT. E. Description of Work: Estimated Total Cost Federal Funds State Funds Local Funds Railroad Funds $ $ $ $ $ F. The [DEPARTMENT] [Local Authority] shall be responsible for reimbursing the RAILROAD for railroad flagging costs relating to any work being performed by the DEPARTMENT, LOCAL AUTHORITY, or the Contractor. RAILROAD DEPARTMENT (Federal Tax ID # ) By: By: Title: Title: Date: Date: LOCAL AUTHORITY [add if applicable] By: Title: Date:

168EXHIBIT B TERMS AND CONDITIONS RELATING TO WORKING ON THE RAILROAD’S PROPERTY 1. The RAILROAD, at its determination, may provide inspection, security, flagging, or other protective services as necessary for the protection of the RAILROAD’S property or operations whenever there are DEPARTMENT, LOCAL AUTHORITY, or Contractor activities or work on the RAILROAD’S property. 2. All work to be done by the DEPARTMENT, LOCAL AUTHORITY, and any Contractor on RAILROAD property shall be done in a manner satisfactory to the RAILROAD. The work shall be performed diligently and completed within a reasonable time or within such period of time as may be specified in writing by the RAILROAD. The authorized representative of the RAILROAD shall have final authority in all matters affecting safe and timely train operations. 3. No Project work on any RAILROAD property shall commence until the DEPARTMENT, LOCAL AUTHORITY, or Contractor has provided fifteen (15) days’ advance notice to the RAILROAD representative and at least fifteen (15) days’ advance notice for any work to be performed within twenty-five (25) feet of any railway track, or where such work, personnel, or equipment will be near enough to any track that an 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, temporary structures, machinery, tools, materials, or vehicles shall be located, operated, placed, or stored within twenty-five (25) feet of any railway track at any time, for any reason, unless and until the RAILROAD has given approval of such use and a RAILROAD flagger is available at the job site to provide flagging protection. When it becomes necessary for the RAILROAD to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, the DEPARTMENT, LOCAL AUTHORITY, or Contractor must provide the 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, the DEPARTMENT or the LOCAL AUTHORITY will 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 fifteen (15) days’ notice must then be given to the RAILROAD if flagging services are needed again after such five (5)-day cessation notice has been given to the RAILROAD. 4. The work performed by the DEPARTMENT, LOCAL AUTHORITY, or Contractor shall be done at such time and in such manner as not to damage any railway tracks or interfere with (1) the timely and safe movement of the RAILROAD’S trains and on-track maintenance equipment or (2) the installations or operations of the RAILROAD’S tenants, unless mutually agreed upon prior to any such work activity. 5. The RAILROAD reserves the right to stop, by an oral directive followed by a written notice, any DEPARTMENT, LOCAL AUTHORITY, or Contractor activities or operations on RAILROAD property that, at the RAILROAD’S determination, could or is creating an imminent hazard to RAILROAD property or operations. After stopping any activity or operation, the RAILROAD is to notify the DEPARTMENT, LOCAL AUTHORITY, and Contractor in writing of the required modification to activities or operations, along with recommended protective services that will be provided by the RAILROAD to allow Project construction to continue. 6. Work on the job site shall not cease without the RAILROAD’S written consent and subject to such reasonable conditions as the RAILROAD may specify. It is understood that the RAILROAD’S tracks at and in the vicinity of the work will be in use during progress of the work and that movement or stoppage of rail traffic including track maintenance equipment, may cause delays in the work of the Project. The DEPARTMENT and/or LOCAL AUTHORITY hereby assume the risk of any such delays and agree that no claims for damage on account of any delay shall be made against the RAILROAD. 7. The DEPARTMENT or LOCAL AUTHORITY, at its own expense, shall adequately police and supervise all work to be performed by the Contractor. The responsibility of the DEPARTMENT or LOCAL AUTHORITY for safe conduct and adequate policing and supervision of the Project shall not be lessened or otherwise affected by the RAILROAD’S collaboration in performance of any work, or by the presence at the job site of the RAILROAD’S representatives, or by compliance by the DEPARTMENT or LOCAL AUTHORITY with any requests or recommendations made by such representatives. 8. All Project work shall be performed in compliance with all applicable Federal, DEPARTMENT, and local laws and regulations affecting the Project work, including, without limitation, all applicable Federal Railroad Administration regulations. 9. The DEPARTMENT, LOCAL AUTHORITY, or Contractor shall telephone the RAILROAD during normal business hours ( , except holidays) at [also include a 24-hour, 7-day number for emergency calls] to determine if fiber optic cable is located within the job site area on RAILROAD property. If there are fiber optic cables on such property, the Contractor will telephone the telecommunications company(ies) involved, arrange for a cable locater, and make arrangements for relocation or other protection of the fiber optics, at Project expense, prior to beginning any work on RAILROAD property. 10. The DEPARTMENT, LOCAL AUTHORITY, and Contractor, at no expense to the RAILROAD, shall provide and maintain suitable facilities for draining the highway and its appurtenances, and shall not suffer or permit drainage

169water therefore to flow or collect on property of the RAILROAD. The DEPARTMENT and LOCAL AUTHORITY shall provide adequate passageway for the waters of any streams, bodies of water, and drainage facilities (either natural or artificial, including water from the RAILROAD’S culvert and drainage facilities), so that said waters may not, because of any facilities or work of the Contractor, be impeded, obstructed, diverted, or caused to back up, overflow, or damage the property of the RAILROAD or any part thereof, or the property of others. The Contractor shall not obstruct or interfere with existing ditches or drainage facilities. 11. Upon completion of work, the DEPARTMENT, LOCAL AUTHORITY, and Contractor shall remove from RAILROAD property all machinery, equipment, surplus materials, and rubbish and leave such property in a condition satisfactory to the RAILROAD. 12. The DEPARTMENT, LOCAL AUTHORITY, and Contractor shall remedy any damage to the RAILROAD property and the RAILROAD’S tenants’ property caused by itself during Project activities or the failure to perform activities, and in the event the Contractor or its insurance carrier(s) fail to repair or restore the same. 13. Safety of personnel, property, rail operations, and the public is of paramount importance in the prosecution of the work performed by DEPARTMENT, LOCAL AUTHORITY, or Contractor. The DEPARTMENT, LOCAL AUTHORITY, or Contractor shall be responsible for initiating, maintaining, and supervising all safety, operations, and programs in connection with its work on RAILROAD property. 14. The DEPARTMENT and LOCAL AUTHORITY shall protect and hold harmless the RAILROAD and the RAILROAD’S tenants from and against all loss, liability, and damage arising from activities of the DEPARTMENT or LOCAL AUTHORITY on RAILROAD property during and after Project work. 15. The DEPARTMENT and LOCAL AUTHORITY shall provide, without expense to the RAILROAD and the RAILROAD’S tenants, a minimum of $500,000 of liability insurance for bodily or personal injury, death, or property damage or loss as a result of any one occurrence or accident, regardless of the number of persons injured or the number of claimants during Project work. 16. The DEPARTMENT’S or LOCAL AUTHORITY’S contract with the Contractor shall require the Contractor to indemnify, defend, and hold harmless the RAILROAD, its officers, agents, and employees from and against any loss, damages, claims, actions, penalties, fines, costs, and expenses, including, without limitation, court costs and reasonable attorney’s fees, which may result from (1) injury to or death of any person, including the RAILROAD’S and Contractor’s officers, agents, and employees, as well as any other person, and/or (2) damage to or loss or destruction of property whatsoever, including the RAILROAD’S and the Contractor’s property or property in their care or custody or any other property (hereinafter collectively “Loss”) when the Loss is due to or arises from the Contractor’s work or other acts or omissions on RAILROAD property, except to the extent that the Loss is caused by the sole negligence of the RAILROAD. The RAILROAD shall have the right to file a lawsuit or claim directly against the Contractor in connection with the provisions of this Section. 17. The DEPARTMENT’S or LOCAL AUTHORITY’S Contractor shall not store material or park equipment and vehicles on RAILROAD property when not in use in the Project. 18. Before commencing any work on any RAILROAD property, the Contractor will provide the RAILROAD and the DEPARTMENT or LOCAL AUTHORITY with the insurance binders, policies, certificates, and/or endorsements set forth in Exhibit B-1 of this AGREEMENT. All insurance correspondence, binders, policies, certificates, and/or endorsements shall be sent to: RAILROAD DEPARTMENT [OR LOCAL AUTHORITY] Attention: Attention: Address: Address: City: State: City: State:

170EXHIBIT B-1 INSURANCE REQUIREMENTS FOR CONTRACTOR AS SPECIFIED BY RAILROAD The Contractor shall, at its sole cost and expense, procure and maintain until Project completion 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 $6,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage). B. Business Automobile Coverage insurance. Business auto coverage written on ISO form CA 00 01 (or a substitute form providing equivalent liability coverage) with a limit of not less $1,000,000 per occurrence. 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 Department of of the State of .  Employers’ Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy with a limit of $500,000 per employee. If the 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. D. Railroad Protective Liability insurance. The 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 the RAILROAD as named insured, with a limit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000. This information must be submitted to the RAILROAD before the work may be commenced. E. Umbrella or Excess insurance. If the 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 included when the scope of the work as defined in the AGREEMENT includes installation, temporary storage, or disposal of any “hazardous” material that is injurious in or upon land, the atmosphere, or any watercourses, or may cause bodily injury at any time. 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 $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 nonhazardous materials from the job site, the Contractor must furnish to the 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 workers’ compensation and employers’ liability) must include the 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 the RAILROAD as additional insured shall, to the extent provided under ISO Additional Insured Endorsements CG 20 26 and CA 20 48, to provide coverage for the RAILROAD’S negligence whether sole or partial, active or passive, and shall not be limited by the Contractor’s liability under any indemnity provisions under which the Contractor is to indemnify the RAILROAD under this Project. The Contractor shall not assign or subcontract its contract with the DEPARTMENT or LOCAL AUTHORITY for this Project, or any interest therein, without the written consent of the DEPARTMENT or LOCAL AUTHORITY. The Contractor shall be responsible for the acts and omissions of all subcontractors. Before the 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 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 the subcontractor’s 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 the subcontractor’s 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. H. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (1) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this agreement or (2) all punitive damages are prohibited by all states in which this agreement will be performed.

171I. The Contractor waives all rights against the RAILROAD and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by the workers’ compensation and employers’ liability or commercial umbrella or excess liability insurance obtained by the Contractor as required by this agreement. J. Prior to commencing the work, the Contractor shall furnish the 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 the 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 of . L. The fact that insurance is obtained by the Contractor will not be deemed to release or diminish the liability of the Contractor, including, without limitation, liability under the indemnity provisions of this MASTER AGREEMENT. Damages recoverable by the RAILROAD from the Contractor or any third party will not be limited by the amount of the required insurance coverage. M. Nothing in this AGREEMENT is intended to be construed as a requirement for an indemnification against the sole negligence of the RAILROAD, its officers, employees, or agents. Moreover, for any work performed in the State of , the DEPARTMENT will require its contractor to indemnify the RAILROAD and any other railroad company occupying or using the RAILROAD’S right-of-way or line of railroad against all loss, liability, and damages, including environmental damages, hazardous materials damages, penalties, or fines that may be assessed for, caused by, or the result of the contractor’s negligence; provided, however, that if such loss, liability, damage, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S contractor or the contractor’s employees, agents, or subcontractors. Likewise, if such loss, liability, damage, penalties, or fines are caused by or result from the concurrent negligence of (a) the RAILROAD or the RAILROAD’S officers, employees, or agents and (b) the DEPARTMENT officers, employees, or agents, such indemnity shall be valid and enforceable only to the extent of the negligence of the DEPARTMENT’S officers, employees, or agents.

172EXHIBIT C Note: This example is based on a BNSF Pipeline Crossing Application. Application for Pipeline Crossing or Longitudinal Encroachment Related to Highway Project Form available at www:insertwebaddress@railroad.com Date: Legal name of applicant: Address: Phone: Fax: Applicant contact: Telephone: Nature of encroachment or type of pipeline: Location of encroachment (include log points) Section: Range: Milepost: Nearest public road crossing: Is this crossing within a public right-of-way? If so, name of right-of-way owner: Point of contact for right-of-way owner: Phone: Fax: Address of ROW owner: Contents of pipeline: Carrier: Pipe dimensions: Length of pipe (feet): Interior diameter: If a longitudinal encroachment, describe limits and nature of encroachment: If perpendicular encroachment, describe limits and nature of crossing: Name and address of contractor: Phone number: Request date of installation: Estimated days needed for construction: Installation method:  Open trench  Jacking  Boring Minimum depth of pipeline below top of rail: Attach as reference set of plans, including all dimensions, specifications, and construction methods. Pipeline Details Pressure: Number of vents: Pipe material: Rate Pipe PSI: Case material: Customers served by pipeline: Name of protective liability carrier for contractor: Surety bond amount required (to be determined by railroad): Name, address, and telephone of bond underwriter: Applicant’s acknowledgment of its responsibility to pay for required flagging services:  Maintenance agreement included:  Yes  No Type of organization for which this relocation is required:  Private company  Public highway agency  Municipality  Other Is this relocation related to a federally funded project?  Yes  No  Special circumstances: List any unusual or complicating circumstances that may affect the approach, duration, or difficulty of project. Signature of Applicant Print name : Signature: Title: Date:

173EXHIBIT D Application for Wire Line Crossing for Highway Agency Project Form available at: www:insertwebaddress@railroad.com Date: Legal name of applicant: Address: State: City: Zip: Telephone: Fax: Type of Crossing:  Perpendicular  Longitudinal Type of utility:  Electric  Telephone  Other If other, explain: Location of crossing Nearest public roadway: Railroad milepost: Owner of utility: Utility’s address: City: State: Zip: Utility contact: Contact’s phone: Contractor to perform installation: Address: Contractor point of contact: Telephone: Are plans included with application?  Yes  No Are plans available?  Yes  No Encroachment location:  Above rails  Below rails Proposed vertical clearance above top of rail: Poles or appurtenances on RR property?  Yes  No If yes, type: Location of appurtenances: If below, what is depth beneath top of rail? Installation method:  Open trench  Jacking  Boring Installation plans included:  Yes  No If under, type of conduit: If over, type of wire: Name, address of protective liability carrier for contractor Name: Address: City: State: Zip: Phone: Fax: Amount of surety bond provided and underwriter Amount: Carrier: Maintenance agreement attached:  Yes  No Requested date of installation: Estimated days of installation: Contractor acknowledges need to schedule and pay for flagging:  Type of organization for which this relocation is required:  Private company  Public highway agency  Municipality  Other Is this relocation related to a federally funded project?  Yes  No Special circumstances: List any unusual or complicating circumstances that may affect the approach, duration, or difficulty of project. Signature: Title: Print name: Date:

174EXHIBIT E UTILITY LICENSE AGREEMENT REQUIREMENTS 1. General: Utility License Agreements are required when utility facilities are installed, relocated, removed, or maintained along or across all RAILROAD property. If liability insurance is required, then evidence of adequate liability insurance is to be on file with the RAILROAD for each agreement. 2. Applications: Approved requests to install, maintain, relocate, or remove a utility within the property of the RAILROAD shall be authorized by a Utility License Agreement. The applications for Utility License Agreements, along with plans for the proposed installation, shall be submitted to the RAILROAD and approved before construction has commenced. 3. Location: A. Utility lines shall be located so as to avoid or minimize the need for adjustments for future railroad improvements and to permit access to the utility lines for their maintenance with minimum interference to railroad traffic. B. Pipelines shall be installed under tracks by boring, jacking, or in some cases, open-trenching. WATER JETTING IS NOT PERMITTED. C. Where practical, pipelines carrying liquefied petroleum gas shall cross the railway where the tracks are carried on an embankment. D. All high-pressure pipelines (greater than 60-psi internal pressure), except those in public roads, shall be prominently marked at the property line (on both sides of the track for undercrossings) by signs that state the size of the line and its depth. Example: CAUTION: 30-inch diameter high-pressure gas main 7 feet deep. 4. Design Considerations: A. The design of any utility installation will be the responsibility of the Utility Owner. An installation within the RAILROAD property must be reviewed and approved by the RAILROAD with regard to location and the manner of adjustment. This includes the measures to be taken to preserve the safety and flow of rail traffic, structural integrity of the roadway or structure, ease of maintenance, and the integrity of the utility facility. Utility installations on, over, or under RAILROAD property shall conform with requirements contained herein and/or, as a minimum, the appropriate requirements outlined in the following: i. Safety Rules for the Installation and Maintenance of Electric Supply and Communication Lines, National Electrical Safety Code. ii. Title 49 CFR Part 192, Transportation of Natural and Other Gas by Pipeline: Minimum Federal Safety Standards and Amendments. iii. Title 49 CFR Part 195, Transportation of Liquids by Pipelines and Amendments. iv. American Society for Testing and Materials (ASTM) Specifications, latest edition. v. Manual on Uniform Traffic Control Devices, with revisions. vi. Rules and Regulations for Public Water Systems, latest edition, published by the appropriate State Health Department. B. All utility installations on, over, or under RAILROAD property shall be of durable materials designed for long service life and relatively free from routine servicing and maintenance. Conformance with current applicable material specifications and codes is mandatory. C. References given to any publication, manual, or specification are intended to be the most current edition. If a conflict occurs between any publication, manual, or specification, the most restrictive provision of said publication, manual, or specification will be used. D. For all boring and jacking installations under main and passing tracks greater than 26 inches in diameter and at a depth of between 5.5 and 10.0 feet below top of tie, a geotechnical study will need to be conducted to determine the presence of granular material and/or high water table elevation, at the sole expense of the Permittee. The study will include recommendations and a plan for a procedure to prevent failure and a collapse of the bore. Generally, core samples are to be taken near the ends of tie at the proposed location, at least as deep as the bottom of the proposed horizontal bore. Test results must be reviewed and approved by the RAILROAD or its agent prior to boring activities commencing. The RAILROAD reserves the rights, based on test results, to require the Permittee to select an alternate location, or to require that additional engineering specifications be implemented, at the sole expense of the Permittee, in order to utilize existing location.

TRB OVERSIGHT COMMITTEE FOR THE STRATEGIC HIGHWAY RESEARCH PROGRAM 2* CHAIR: Kirk T. Steudle, Director, Michigan Department of Transportation MEMBERS H. Norman Abramson, Executive Vice President (Retired), Southwest Research Institute Anne P. Canby, President, Surface Transportation Policy Partnership Alan C. Clark, MPO Director, Houston-Galveston Area Council Frank L. Danchetz, Vice President, ARCADIS G&M, Inc. Dan Flowers, Director, Arkansas State Highway and Transportation Department Stanley Gee, Acting Commissioner, New York State Department of Transportation Michael P. Lewis, Director, Rhode Island Department of Transportation Susan Martinovich, Director, Nevada Department of Transportation John R. Njord, Executive Director, Utah Department of Transportation Charles F. Potts, Chief Executive Officer, Heritage Construction and Materials Pete K. Rahn, Director, Missouri Department of Transportation Gerald Ross, Chief Engineer, Georgia Department of Transportation George E. Schoener, Executive Director, I-95 Corridor Coalition Kumares C. Sinha, Olson Distinguished Professor of Civil Engineering, Purdue University EX OFFICIO Victor M. Mendez, Administrator, Federal Highway Administration Ron Medford, Acting Administrator, National Highway Transportation Safety Administration John C. Horsley, Executive Director, American Association of State Highway and Transportation Officials LIAISONS Tony Kane, Director, Engineering and Technical Services, American Association of State Highway and Transportation Officials Jeffrey F. Paniati, Executive Director, Federal Highway Administration John Pearson, Program Director, Council of Deputy Ministers Responsible for Transportation and Highway Safety, Canada Margie Sheriff, Director, SHRP 2 Implementation Team, Office of Corporate Research, Technology, and Innovation Management, Federal Highway Administration Michael F. Trentacoste, Associate Administrator, Research, Development, and Technology, Federal Highway Administration RENEWAL TECHNICAL COORDINATING COMMITTEE* CHAIR: Randell H. Iwasaki, Executive Director, Contra Costa Transportation Authority MEMBERS Rachel Arulraj, Director of Virtual Design & Construction, Parsons Brinckerhoff Michael E. Ayers, Director of Pavement Technology Services, American Concrete Pavement Association Thomas E. Baker, State Materials Engineer, Washington State Department of Transportation John E. Breen, Al-Rashid Chair in Civil Engineering, The University of Texas at Austin Daniel D’Angelo, Director and Deputy Chief Engineer, Office of Design, New York State Department of Transportation Rocco A. DePrimo, Manager of Quality Assurance, Utility Manager, Keith and Schnars, P.A. Steven D. DeWitt, Chief Engineer, North Carolina Turnpike Authority Tom Donovan, Senior Right of Way Agent (retired), California Department of Transportation Alan D. Fisher, Manager, Construction Structures Group, Cianbro Corporation Michael Hemmingsen, Davison Transportation Service Center Manager, Michigan Department of Transportation Bruce Johnson, State Bridge Engineer, Oregon Department of Transportation, Bridge Engineering Section Leonnie Kavanagh, PhD Candidate, Seasonal Lecturer, Civil Engineering Department, University of Manitoba Thomas W. Pelnik III, Director, Innovative Project Delivery Division, Virginia Department of Transportation Mary Lou Ralls, Principal, Ralls Newman, LLC John J. Robinson, Jr., Assistant Chief Counsel, Pennsylvania Department of Transportation, Governor’s Office of General Counsel Michael Ryan, Vice President, Michael Baker Jr., Inc. Cliff J. Schexnayder, Eminent Scholar Emeritus, Arizona State University Ted M. Scott, II, Director, Special Projects, American Trucking Associations, Inc. Gary D. Taylor, Professional Engineer Thomas R. Warne, President, Tom Warne and Associates, LLC Gary C. Whited, Program Manager, Construction and Materials Support Center, University of Wisconsin–Madison AASHTO LIAISON James T. McDonnell, Associate Program Director for Engineering, American Association of State Highway and Transportation Officials FHWA LIAISONS Cheryl Allen Richter, Infrastructure Research Program Manager, Office of Infrastructure Research and Development, Federal Highway Administration Steve Gaj, Leader, System Management and Monitoring Team, Office of Asset Management, Federal Highway Administration CANADA LIAISON Lance Vigfusson, Assistant Deputy Minister of Engineering & Operations, Manitoba Infrastructure and Transportation *Membership as of May 2010.

Accelerating solutions for highway safety, renewal, reliability, and capacity Strategies for Improving the Project Agreement Process Between Highway Agencies and Railroads REPORT S2-R16-RR-1 Im proving the ProjectA greem entProcess Betw een H ighw ay A gencies and Railroads 2 0 10 ISBN 978-0-309-12888-9 9 780309 128889 9 0 0 0 0

Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads Get This Book
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TRB’s second Strategic Highway Research Program (SHRP 2) Report S2-R16-RR-1: Strategies for Improving the Project Agreement Process between Highway Agencies and Railroads examines the process by which highway agencies and railroads develop agreements for highway projects which interact with railways. The report examines the underlying causes of delay in the project-agreement process and developed model processes to address them.

Appendix C of SHRP 2 Report S2-R16-RR-1 is available online in Microsoft Word format.

An e-book version of this report is available for purchase at Google, Amazon, and iTunes.

SHRP 2 Renewal Project R16 also developed two supplemental reports, one report about establishing a collaborative forum between transportation agencies and railroads and another report about the development of tools in this project.

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