Roadway_Encroachment_Form.pdf

Articles of Agreement

Project: 783649

TEMPORARY PUBLIC ROADWAY ENCROACHMENT

Boise Subdivision, Mile Post 451.64 Boise, Ada County, State of Idaho

THIS AGREEMENT ("Agreement") is made and entered into as of ________ (the "Effective Date"), by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, to be addressed at 1400 Douglas Street STOP 1690, Omaha, Nebraska 68179-1690 ("Licensor"), and ADA COUNTY HIGHWAY DISTRICT, whose address is 1355 Capital Blvd, Reno, Nevada 89502 ("Licensee").

RECITALS:

Licensee desires to undertake as its project the temporary maintenance and use of a temporary encroachment area (hereinafter the “Project”) located at Mile Post 451.64 on the Railroad’s right of way or premises on the Boise Subdivision in Boise, Ada County, Idaho, as located and described in the attached Exhibit A Survey Print (hereinafter the “Project”).

AGREEMENT:

NOW, THEREFORE, IT IS AGREED by and between the parties hereto as follows:

Article 1. RAILROAD GRANTS RIGHT.

For and in consideration of Ten-Thousand Dollars ($10,000.00) to be paid by the Licensee to the Licensor upon the execution of this Agreement, and in further consideration of the Licensee’s agreement to perform and abide by the terms of this Agreement, including Exhibit A and Exhibit B, attached hereto and hereby made a part hereof, the Railroad hereby grants to Licensee a temporary construction area on the Railroad’s property as described and shown on Exhibit A. The Licensee’s use of such property shall be subject to the terms and conditions of this Agreement and the obligation of the Licensee and its contractors to comply with such provisions. The temporary construction area granted herein shall commence as of the Effective Date of this Agreement and continue for Fourteen (14) months, or until the project has been completed, whichever occurs earlier.

Article 2. WORK TO BE PERFORMED BY RAILROAD;

BILLING SENT TO LICENSEE; PAYMENT BY LICENSEE.

A. The work to be performed by the Licensor, at the Licensee's sole cost and expense, is described in the Licensor’s Material and Force Account Estimate dated May 22, 2026, marked Exhibit D, attached hereto and hereby made a part hereof (the "Estimate"). As noted in the Estimate, the Licensor’s estimated cost for the Licensor’s work associated with the

Docusign Envelope ID: 3423F9A5-CC12-8363-824B-F2C4B03D69C3

7/8/2026

Road Crossing is Fifteen Thousand Dollars ($15,000.00). The Licensor’s portion of the Road Crossing construction will be limited to the portion of the Road Crossing located between the track tie ends and, if applicable, the installation of the railroad crossing signals.

B. The Licensor, if it so elects, may recalculate and update the Estimate submitted to the Licensee in the event the Licensee does not commence Roadway construction within six (6) months from the date of the Estimate.

C. The Estimate may or may not include an estimate of flagging or other protective service costs that are to be paid by the Licensee in connection with flagging or other protective services provided by the Licensor. All of such costs incurred by the Licensor are to be paid by the Licensee within thirty (30) days of receipt of billing.

D. The Licensee agrees to reimburse the Licensor within thirty (30) days of its receipt of billing for one hundred percent (100%) of all actual costs incurred by the Licensor in connection with the Road Crossing including, but not limited to, actual costs of preliminary engineering review (including any preliminary engineering review performed by Licensor prior to the execution of this Agreement), construction, inspection, procurement of materials, equipment rental, manpower and deliveries to the job site and all of the Licensor’s normal and customary additives (which shall include direct and indirect overhead costs) associated therewith.

Article 3. DEFINITION OF CONTRACTOR

For purposes of this Agreement the term “Contractor” shall mean the contractor or contractors hired by the Licensee to perform any Project work on any portion of 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.

Article 4. CONTRACTOR'S RIGHT OF ENTRY AGREEMENT - INSURANCE

A. Prior to Contractor performing any work within the Project area or premises and any subsequent maintenance and repair work, the Licensee shall require the Contractor to:

• execute the Railroad's then current Contractor's Right of Entry Agreement

• obtain the then current insurance required in the Contractor’s Right of Entry

Agreement; and

• provide such insurance policies, certificates, binders and/or endorsements to the

Railroad.

B. The Railroad's current Contractor's Right of Entry Agreement is marked

Exhibit E, attached hereto and hereby made a part hereof. The Licensee confirms that it will inform its Contractor that it is required to execute such form of agreement and obtain the required insurance before commencing any work on any Railroad property. Under no circumstances will the Contractor be allowed on the Railroad's property without first executing the Railroad's Contractor's Right of Entry Agreement and obtaining the insurance set forth therein and also providing to the Railroad the insurance policies, binders, certificates and/or endorsements described therein.

C. All insurance correspondence, binders, policies, certificates and/or endorsements shall be sent to:

Manager - Contracts Union Pacific Railroad Company Real Estate Department 1400 Douglas Street, Mail Stop 1690 Omaha, NE 68179-1690 UP Project No. 0783649

D. If the Licensee’s own employees will be performing any of the Project work, the Licensee may self-insure all or a portion of the insurance coverage subject to the Railroad's prior review and approval.

Article 5. FEDERAL AID POLICY GUIDE

If the Licensee will be receiving any federal funding for the Project, the current rules, regulations and provisions of the Federal Aid Policy Guide as contained in 23 CFR 140, Subpart I and 23 CFR 646, Subparts A and B are incorporated into this Agreement by reference.

Article 6. NO PROJECT EXPENSES TO BE BORNE BY RAILROAD

The Licensee agrees that no Project costs and expenses are to be borne by the Railroad.

In addition, the Railroad is not required to contribute any funding for the Project.

Article 7. CONDITIONS TO BE MET BEFORE

LICENSEE CAN COMMENCE WORK

Neither the Licensee nor the Contractor may commence any work within the Project Area or on any other Railroad property until:

(i) The Railroad and Licensee have executed this Agreement.

(ii) The Railroad has provided to the Licensee Railroad’s written approval of the

Plans.

(iii) Each Contractor has executed Railroad’s Contractor’s Right of Entry Agreement and has obtained and/or provided to the Railroad the insurance policies, certificates, binders, and/or endorsements required under the Contractor’s Right of Entry Agreement.

(iii) Each Contractor has given the advance notice(s) required under the Contractor's Right of Entry Agreement to the Railroad Representative named in the Contactor's Right of Entry Agreement.

Article 8. EFFECTIVE DATE; TERM.

A. This Agreement is effective as of the Effective Date first herein written and shall continue in full force for until April 15, 2027 or until work is complete.

B. The Railroad, if it so elects, may terminate this Agreement effective upon delivery of written notice to the Licensee in the event the Licensee does not commence construction on the portion of the Project or use the Project area located on the Railroad’s property within twelve

(12) months from the Effective Date.

C. If the Agreement is terminated as provided above, or for any other reason, the

Licensee shall pay to the Railroad all actual costs incurred by the Railroad in connection with the Project up to the date of termination, including, without limitation, all actual costs incurred by the Railroad in connection with reviewing any preliminary or final Project Plans.

EJ Vitta Digitally signed by EJ Vitta

DN: C=US,

E=evitta@achdidaho.org, O=ACHD, CN=EJ Vitta Date: 2026.06.24 15:40:27-06'00'

Director-Real Estate

EXHIBIT A

Mapping Print

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BEGIN PROJECT

N O T E S

Project Number: 822042Project Name: Allumbaugh St, Franklin Rd to Douglas St ofSheet 35Ada County Highway District

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01 Retain & Protect 12 Miscellaneous Utility, Adjust to Grade. Water

Valve. Item 2030.4.1.D.1.B 22 Asphalt Repair - Other, Item SSP 08125 23 Standard 6" Vertical Curb & Gutter, Item

706.4.1.A.5 26 Concrete Sidewalks, Thickness 5", Item

706.4.1.E.1.5 27 Concrete Driveway Approach, Per SD-710B, Item

706.4.1.F.1 29 Ped. Ramp w/ Detectable Warning Domes, Type

A, Item 706.4.1.H.1.A.A 36 Remove & Reset Sprinkler System, Item SSP

29101 41 Sawcut & Match Existing Edge

42 Remove Junction Box; Re: Signal Plan Sheet, Item 201.4.1.C.1

44 Concrete Valley Gutter, Item 706.4.1.B.1

47 Remove and Salvage Roadside Sign, Item 1135.01.06

49 Relocate Roadside Sign, Item 1135.01.07

58 Sawcut Existing Sidewalk & Match Existing Line & Grade

76 Install New Junction Box Type S-45T, Item 1102.4.1.F.1.C

86 Asphalt Repair - Arterial & Collector, Item SSP 08120

89 Gravel Repair, Item SSP 02020 92 Sod Repair, Item SSP 29064

94 Replace Any Disturbed Pavement Markings

Remove Existing Abandoned Storm Drain Pipe, Approximately 10', 201.4.1.C.1

Remove & Reset Concrete Barriers, Coordinate With Owner (Typ)

DocuSign Envelope ID: 605C4DD4-4251-41B1-9ED8-0A1EEF01622A

9/26/2023

PLAN

1" = 20'-0"

ELEVATION

1" = 10'-0"

ELEV. 2692.5

BRG.

ABUT. 1

BRG.

ABUT. 2

38'-03

8" BRG.-TO- BRG.℄ ℄℄

FINISHED GRADE

ELEV. 2692.5

STOCKPILE AND

REPLACE CANAL

SOIL

APPROXIMATE

EXISTING GRADE

(AT STATION LINE)

POINT OF MIN.

VERT. CLR

ELEV.2704.63

LOOSE RIPRAP (D50 = 12")

PLACED OVER TYPE II

RIPRAP / EROSION

CONTROL GEOTEXTILE

APPROX. FINISHED

GRADE.

WINGWALL 4

WINGWALL 2

TOP OF PEDESTRIAN /

BICYCLE RAILING

H.W. ELEV. 2700.70

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IN 2:1 MAX.

TYP.

CANAL SHOWING CONCRETE

LINING SECTION

CANAL SHOWING RIPRAP

SECTION

Temporary Encroachment Need 5000 Square Feet

Road Closure excavation limits at 2:1 slope

Barricade

Cut Limits

UPRR Right of Way

Temporary Encroachment Need

38'-0"

4'-0"

49'-1 3/4"

24'-11 3/4"

45'-2 1/4"

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BEGIN APPROACH SLAB

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ELEV. 2708.70

END APPROACH SLAB

BEGIN OF BRIDGE

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ELEV. 2708.52

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BRG. ABUT. 2

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END APPROACH SLAB

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BEGIN APPROACH SLAB

END BRIDGE

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SITUATION & LAYOUT

Revisions: S I G N A T U R E S

D E T A I L T I T L E

Ada County Highway District 35ofSheetProject Number: 822042Project Name: Allumbaugh St, Franklin Rd to Douglas St

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HW ELEVATION COMFIRMED BY NMID 1/26/2023

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STOCKPILE AND

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SOIL

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(AT STATION LINE)

POINT OF MIN.

VERT. CLR

ELEV.2704.63

LOOSE RIPRAP (D50 = 12")

PLACED OVER TYPE II

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CONTROL GEOTEXTILE

APPROX. FINISHED

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WINGWALL 4

WINGWALL 2

TOP OF PEDESTRIAN /

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1'-0" PARAPET (TYP.)

CANAL LINING SLAB, SEE "CONCRETE

CANAL LINING AND DETAILS" SHEET

H.W. ELEV. 2700.70

70°00'00"

(TYP.)

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TYP.

LOOSE RIPRAP (D50=12") PLACED

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CONTROL GEOTEXTILE

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ROAD (TYP.), SEE

ROADWAY PLANS

EXISTING CONCRETE

BARRICADE, SEE

ROADWAY PLANS (TYP.)

CONCRETE

SLEEPER BEAM

CONCRETE

SLEEPER BEAM

CANAL SHOWING CONCRETE

LINING SECTION

CANAL SHOWING RIPRAP

SECTION

DocuSign Envelope ID: 605C4DD4-4251-41B1-9ED8-0A1EEF01622A

9/26/2023

PRX 880805 A

Form Approved, AVP-Law

EXHIBIT B

SECTION 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED.

(a) The rights granted to the Licensee are subject and subordinate to the prior and continuing right and obligation of the Licensor to use and maintain its entire railroad right of way, and are also subject to the right and power of the Licensor to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, signal, communication, fiber optics or other wire lines, pipelines and other facilities upon, along or across any or all parts of said right of way, any of which may be freely done at any time by the Licensor without liability to the Licensee or to any other party for compensation or damages.

(b) The Licensee’s rights are also subject to all outstanding superior rights (including those in favor of licensees, lessees of said right of way, and others) and the right of the Licensor to renew and extend the same, and are granted without covenant of title or quiet enjoyment.

(c) It is expressly stipulated that the Temporary access roadway encroachment is to be a strictly private one and is not intended for public use. The Licensee, without expense to the Licensor, will take any and all necessary action to preserve the private character of the Temporary access roadway encroachment and prevent its use as a public road.

SECTION 2. MAINTENANCE AND USE.

(a) The Licensee, at its own expense, shall maintain the temporary access roadway encroachment and shall keep the rail flangeways clear of obstructions.

(b) The Licensee shall, at its sole expense, maintain, repair, renew and replace any gates, cattle guards, drainage facilities, traffic signs or devices, identification signs approved by the Licensor or other appurtenances shown on Exhibit “A”. The Licensee shall, at its own expense, install and thereafter maintain any such appurtenances that may subsequently be required by the Licensor, by law, or by any public authority having jurisdiction. The Licensee shall control vegetation along the right of way on each side of the crossing so that the Licensee’s line of sight to approaching trains is not impaired or obstructed by vegetation. All work performed by the Licensee on the right of way shall be done to the satisfaction of the Licensor.

(c) The Licensee shall keep any gate affording access to the temporary access roadway encroachment closed and locked at all times except during the time of actual passage through it onto or from the temporary access roadway encroachment. The Licensee shall not do, suffer or permit anything which will or may obstruct, endanger or interfere with, hinder or delay the maintenance and operation of the Licensor’s railroad tracks or appurtenant facilities or the facilities or equipment of others lawfully using the Licensor’s property.

SECTION 3. MODIFICATION OR RELOCATION OF TEMPORARY ACCESS

ROADWAY ENCROACHMENT.

Whenever the Licensor deems it necessary or desirable in the furtherance of its railroad operating requirements or for the improvement and use of its property to modify or relocate the temporary access roadway encroachment:

EXHIBIT B

(1) the Licensor shall, at the sole expense of the Licensee, modify or move the temporary access roadway encroachment; and the appurtenances thereto.

All the terms of this agreement shall govern the continued maintenance and use of the temporary access roadway encroachment as modified or relocated pursuant to this section.

SECTION 4. PROTECTION OF FIBER OPTIC CABLE SYSTEMS.

(a) Fiber optic cable systems may be buried on the Licensor’s property. Licensee shall telephone the Licensor at 1-800-336-9193 (a 24-hour number) to determine if fiber optic cable is buried anywhere on the Licensor’s premises to be used by the Licensee. If it is, Licensee will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the Licensor’s premises.

(b) In addition to the liability terms elsewhere in this Agreement, the Licensee shall indemnify and hold the Licensor harmless against and from all cost, liability, and expense whatsoever (including, without limitation, attorneys’ fees and court costs and expenses) arising out of or in any way contributed to by any act or omission of the Licensee, its contractor, agents and/or employees, that causes or in any way or degree contributes to (1) any damage to or destruction of any telecommunications system by the Licensee, and/or its contractor, agents and/or employees, on Licensor’s property, (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 Licensor’s property, 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).

SECTION 5. INDEMNITY.

The Licensee assumes the risk of and shall indemnify and hold harmless the Licensor and other railroad companies which use the property of the Licensor, their officers, agents and employees, against and from any and all loss, damages, claims, demands, actions, causes of action, costs, attorneys’ fees, fines, penalties and expenses of whatsoever nature (hereinafter “Loss”) which may result from: (1) injury to or death of persons whomsoever, (including officers, agents and employees of the Licensor and of the Licensee, as well as other persons); (2) loss of or damage to property whatsoever (including damage to property of or in the custody of the Licensee and damage to the roadbed, tracks, equipment or other property of or in the custody of the Licensor and such other railroad companies, as well as other property); or (3) the Licensee’s failure to comply with any federal, state or local law, regulation, or enactment; when such Loss is due to or arises in connection with or as a result of:

(a) the construction of the temporary access roadway encroachment;

(b) any work done by the Licensee on or in connection with the temporary access roadway encroachment;

(c) the use of said temporary access roadway encroachment by the Licensee, or the officers, agents, employees, patrons or invitees of the Licensee, or by any other person;

(d) the use of said temporary access roadway encroachment by the Licensee’s successors or assigns or the officers, agents, employees, patrons or invitees of the Licensee’s successors or

EXHIBIT B

assigns until the Licensee either complies with the provisions of Section 8 or terminates the agreement as provided in Section 6; or

(e) the breach of any covenant or obligation assumed by or imposed on the Licensee pursuant to this agreement, or the failure of the Licensee to promptly and fully do any act or work for which the Licensee is responsible pursuant to this agreement; regardless of whether such Loss is caused solely or contributed to in part by the negligence of the Licensor, its officers, agents or employees.

SECTION 6. TERMINATION ON BREACH OR ON NOTICE.

(a) It is agreed that the breach of any covenant, stipulation or condition herein contained to be kept and performed by the Licensee shall, at the option of the Licensor, forthwith work a termination of this agreement and all rights of the Licensee hereunder. A waiver by the Licensor of a breach by the Licensee of any covenant or condition of this agreement shall not impair the right of the Licensor to avail itself of any subsequent breach thereof.

(b) This agreement may be terminated by either party on thirty (30) days’ written notice to the other party.

SECTION 7. REMOVAL OF TEMPORARY ACCESS ROADWAY

ENCROACHMENT.

(a) Upon termination of this agreement howsoever, the Licensor shall, at the sole expense of the Licensee, remove said temporary access roadway encroachment and restore the premises of the Licensor to a condition comparable to that existing immediately prior to the construction of said temporary access roadway encroachment.

(b) In the event of the removal of the temporary access roadway encroachment as in this section provided, the Licensor shall not be liable to the Licensee for any damage sustained by the Licensee for or on account of such removal, and such removal shall not prejudice or impair any right of action for damage, or otherwise, which the Licensor may have against the Licensee.

SECTION 8. ASSIGNMENT.

The Licensee shall not assign this agreement, or any interest therein to any purchaser, lessee or other holder of the property served by the crossing or to any other person, without the written consent of the Licensor. If the Licensee fails to secure the Licensor’s consent to any assignment, the Licensee will continue to be responsible for obligations and liabilities assumed herein.

SECTION 9. SUCCESSORS AND ASSIGNS.

Subject to the provisions of Section 8 hereof, this agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators, successors and assigns.

FORM C

Exhibit C Union Pacific Railroad

Contract Insurance Requirements

Public/Commercial/Industrial/Licensee’s Grade Crossing and/or Encroachment

Licensee shall, at its sole cost and expense, procure and maintain during the life of this Agreement (except as otherwise provided in this Agreement) the following insurance coverage:

A. Commercial General Liability Insurance. Commercial general liability (CGL) with a limit of not less than $5,000,000 each occurrence and an aggregate limit of not less than $10,000,000. CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage).

The policy must also contain the following endorsement, which must be stated on the certificate of insurance: Contractual Liability Railroads ISO form CG 24 17 10 01 (or a substitute form providing equivalent coverage) showing “Union Pacific Railroad Company Property” as the Designated Job Site.

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 combined single limit of not less $5,000,000 for each accident.

The policy must contain the following endorsements, which must be stated on the certificate of insurance: Coverage For Certain Operations In Connection With Railroads ISO form CA 20 70 10 01 (or a substitute form providing equivalent coverage) showing “Union Pacific Property” as the Designated Job Site.

C. Umbrella or Excess Insurance. If Licensee utilizes umbrella or excess policies, these policies must “follow form” and afford no less coverage than the primary policy.

Other Requirements

D. All policy(ies) required above (except worker’s compensation and employers liability) must include Railroad as “Additional Insured” using ISO Additional Insured Endorsements CG 20 26, and CA 20 48 (or substitute forms providing equivalent coverage). The coverage provided to Railroad as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26 and CA 20 48 provide coverage for Railroad’s negligence whether sole or partial, active or passive, and shall not be limited by Licensee's liability under the indemnity provisions of this Agreement.

E. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this agreement, or (b) all punitive damages are prohibited by all

F. Licensee waives all rights of recovery, and its insurers also waive all rights of subrogation of damages against Railroad and its agents, officers, directors and employees. This waiver must be stated on the certificate of insurance.

G. Prior to entering upon Railroad property, Licensee shall furnish Railroad with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements in this Agreement.

H. All insurance policies must be written by a reputable insurance company acceptable to Railroad or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the work is to be performed.

I. The fact that insurance is obtained by Licensee, or by Railroad on behalf of Licensee will not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Railroad from Licensee or any third party will not be limited by the amount of the required insurance coverage.

EXHIBIT D

TO

PRIVATE ROAD CROSSING AGREEMENT

Exhibit D is the Railroad’s Material and Force Account Estimate

EXHIBIT D

ESTIMATE OF FORCE ACCOUNT WORK

BY THE

UNION PACIFIC RAILROAD COMPANY

DESCRIPTION OF WORK: Engineering and other related services for work to be performed within the railroad right of way. This includes project and construction management during construction activities in railroad right of way. All necessary railroad services will be billed at actual cost.

DATE: 05-22-2026

LOCATION: Boise, MP 451.23 SUBDIVISION: Boise (Leased BVRR) STATE: ID

DOT: 819608Y

DESCRIPTION LABOR MATERIALS UP 0% AGENCY 100% TOTAL

ENGINEERING

Project Management $10,000 $ $ $10,000 $ Construction Submittals $5,000 $ $ $5,000 $ Construction Management $ $ $ $ $ Digital Observation (*If Required*) $150/day $250/day

TOTAL PROJECT: $ 15,000.00 $ 0.00 $ 0.00 $ 15,000.00 $ 15,000.00

TOTAL ESTIMATED COST: $ 15,000.00

THE ABOVE FIGURES ARE ESTIMATES ONLY AND SUBJECT TO FLUCTUATION.

IN THE EVENT OF AN INCREASE OR DECREASE IN THE COST OR QUANTITY OF

MATERIAL OR LABOR REQUIRED, THE RAILROAD WILL BILL FOR ACTUAL

COSTS AT THE CURRENT RATES EFFECTIVE THEREOF.

**Digital Observation (*If Required*) = This will be assessed when determined to be required by UPRR** Flagging is NOT included in this estimate. Agencies are instructed to follow Union Pacific's Third-Party Flagging Policy.

Please utilize the following link to Union Pacific's Third-Party Flagging Policy:

https://www.up.com/real_estate/third-party-flagging/index.htm

FORM C

EXHIBIT E

TO

TEMPORARY PUBLIC ROADWAY

ENCROACHMENT

CONTRACTOR'S

RIGHT OF ENTRY AGREEMENT

Contractor's Right of Entry Public Project No.

Projects Form Approved 02/09/2022

CONTRACTOR'S

RIGHT OF ENTRY AGREEMENT

THIS AGREEMENT is made and entered into as of the day of , 20 , by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation ("Railroad"); and

, a ("Contractor").

RECITALS:

corporation

Contractor has been hired by to perform work relating to (the “Work”) with all or a portion of such Work to be performed on property of Railroad in the vicinity of Railroad's Milepost on Railroad's [Subdivision or Branch] [at or near DOT No.

located at or near , in County, State of , as such location is in the general location shown on the print marked Exhibit A, attached hereto and hereby made a part hereof, which Work is the subject of a contract dated between Railroad and .

Railroad is willing to permit Contractor to perform the Work described above at the location described above subject to the terms and conditions contained in this agreement

AGREEMENT:

NOW, THEREFORE, it is mutually agreed by and between Railroad and Contractor, as follows:

ARTICLE 1 - DEFINITION OF CONTRACTOR.

For purposes of this agreement, all references in this agreement to Contractor shall include Contractor's contractors, subcontractors, officers, agents and employees, and others acting under its or their authority. For purposes of clarity, Contractor agrees that any CIC (defined below) hired by Contractor is a subcontractor of Contractor and therefore included in the defined term Contractor pursuant to the foregoing sentence.

ARTICLE 2 - RIGHT GRANTED; PURPOSE.

Railroad hereby grants to Contractor the right, during the term hereinafter stated and upon and subject to each and all of the terms, provisions and conditions herein contained, to enter upon and have ingress to and egress from the property described in the Recitals for the purpose of performing the Work described in the Recitals above. The right herein granted to Contractor is limited to those portions of Railroad's property specifically described herein, or as designated by the Railroad Representatives named in Article 4.

ARTICLE 3 - TERMS AND CONDITIONS CONTAINED IN EXHIBITS B AND C.

The terms and conditions contained in Exhibit B and Exhibit C, attached hereto, are hereby made a part of this agreement.

Contractor's Right of Entry Public Projects Form Approved 02/09/2022

ARTICLE 4 - ALL EXPENSES TO BE BORNE BY CONTRACTOR; RAILROAD REPRESENTATIVES.

A. Contractor shall bear any and all costs and expenses associated with any Work performed by Contractor (including without limitation any CIC), or any costs or expenses incurred by Railroad relating to this agreement.

B. Contractor shall coordinate all of its Work with the following Railroad representatives or their duly authorized representative (the "Railroad Representatives"):

MTM:______________________

PM:________________________

C. Contractor, at its own expense, shall adequately police and supervise all Work to be performed by Contractor and shall ensure that such Work is performed in a safe manner as set forth in Section 7 of Exhibit B. The responsibility of Contractor for safe conduct and adequate policing and supervision of Contractor's Work shall not be lessened or otherwise affected by Railroad's approval of plans and specifications involving the Work, or by Railroad's collaboration in performance of any Work, or by the presence at the Work site of a Railroad Representative, or by compliance by Contractor with any requests or recommendations made by Railroad Representative.

ARTICLE 5 - SCHEDULE OF WORK ON A MONTHLY BASIS.

The Contractor, at its expense, shall provide on a monthly basis a detailed schedule of Work to the Railroad Representative named in Article 4B above. The reports shall start at the execution of this agreement and continue until this agreement is terminated as provided in this agreement or until the Contractor has completed all Work on Railroad’s property.

ARTICLE 6 - TERM; TERMINATION.

A. The grant of right herein made to Contractor shall commence on the date of this agreement, and continue until _______________________, unless sooner terminated as herein provided, or at such time as Contractor has completed its Work on Railroad's property, whichever is earlier. Contractor agrees to notify the Railroad Representative in writing when it has completed its Work on Railroad's property.

B. This agreement may be terminated by either party on ten (10) days written notice to the other party.

ARTICLE 7 - CERTIFICATE OF INSURANCE.

A. Before commencing any Work and throughout the entire term of this Agreement, Contractor, at its expense, shall procure and maintain in full force and effect the types and minimum limits of insurance specified in Exhibit C of this agreement and require each of its subcontractors to include the insurance endorsements as required under Section 12 of Exhibit B of this agreement.

B. Not more frequently than once every two (2) years, Railroad may reasonably modify the required insurance coverage to reflect then-current risk management practices in the railroad industry and underwriting practices in the insurance industry.

C. Upon request of Railroad, Contractor shall provide to Railroad a certificate issued by its insurance carrier evidencing the insurance coverage required under Exhibit B.

D. Contractor understands and accepts that the terms of this Article are wholly separate from and independent of the terms of any indemnity provisions contained in this Agreement.

Projects Form Approved 02/09/2022

E. Upon request of Railroad, insurance correspondence, binders, policies, certificates and endorsements shall be sent to:

Union Pacific Railroad Company

[Insert mailing address]

Attn:

Project No.

ARTICLE 8 - PRECONSTRUCTION MEETING.

If the Work to be performed by the Contractor will involve the Railroad providing any flagging protection (or if a CIC is approved to provide flagging protection pursuant to the terms set forth herein) and/or there is separate work to be performed by the Railroad, the Contractor confirms that no work shall commence until the Railroad and Contractor participate in a preconstruction meeting involving flagging procedures and coordination of work activities of the Contractor and the Railroad (and any CIC, as applicable.) Union Pacific’s Third Party Flagging Policy at the link provided here: www.up.com/flagging

ARTICLE 9. DISMISSAL OF CONTRACTOR'S EMPLOYEE.

At the request of Railroad, Contractor shall remove from Railroad's property any employee of Contractor who fails to conform to the instructions of the Railroad Representative in connection with the Work on Railroad's property, and any right of Contractor shall be suspended until such removal has occurred. Contractor shall indemnify Railroad against any claims arising from the removal of any such employee from Railroad's property.

ARTICLE 10. ADMINISTRATIVE FEE.

Upon the execution and delivery of this agreement, Contractor shall pay to Railroad One Thousand Twenty Five Dollars ($1,025.00) as reimbursement for clerical, administrative and handling expenses in connection with the processing of this agreement.

ARTICLE 11. CROSSINGS; COMPLIANCE WITH MUTCD AND FRA GUIDELINES.

A. No additional vehicular crossings (including temporary haul roads) or pedestrian crossings over Railroad's trackage shall be installed or used by Contractor without the prior written permission of Railroad.

B. Any permanent or temporary changes, including temporary traffic control, to crossings must conform to the Manual of Uniform Traffic Control Devices (MUTCD) and any applicable Federal Railroad Administration rules, regulations and guidelines, and must be reviewed by the Railroad prior to any changes being implemented. In the event the Railroad is found to be out of compliance with federal safety regulations due to the Contractor’s modifications, negligence, or any other reason arising from the Contractor’s presence on the Railroad’s property, the Contractor agrees to assume liability for any civil penalties imposed upon the Railroad for such noncompliance.

ARTICLE 12.- EXPLOSIVES.

Explosives or other highly flammable substances shall not be stored or used on Railroad's property without the prior written approval of Railroad.

http://www.up.com/flagging

Projects Form Approved 02/09/2022

IN WITNESS WHEREOF, the parties hereto have duly executed this agreement in duplicate as of the date first herein written.

UNION PACIFIC RAILROAD COMPANY

By:

Title:

(Name of Contractor)

By:

Name:

Title:

Phone:

E-Mail:

EXHIBIT A

CONTRACTOR’S RIGHT OF ENTRY AGREEMENT

Exhibit A will be a print showing the general location of the work site.

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BEGIN PROJECT

N O T E S

Project Number: 822042Project Name: Allumbaugh St, Franklin Rd to Douglas St ofSheet 35Ada County Highway District

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01 Retain & Protect 12 Miscellaneous Utility, Adjust to Grade. Water

Valve. Item 2030.4.1.D.1.B 22 Asphalt Repair - Other, Item SSP 08125 23 Standard 6" Vertical Curb & Gutter, Item

706.4.1.A.5 26 Concrete Sidewalks, Thickness 5", Item

706.4.1.E.1.5 27 Concrete Driveway Approach, Per SD-710B, Item

706.4.1.F.1 29 Ped. Ramp w/ Detectable Warning Domes, Type

A, Item 706.4.1.H.1.A.A 36 Remove & Reset Sprinkler System, Item SSP

29101 41 Sawcut & Match Existing Edge

42 Remove Junction Box; Re: Signal Plan Sheet, Item 201.4.1.C.1

44 Concrete Valley Gutter, Item 706.4.1.B.1

47 Remove and Salvage Roadside Sign, Item 1135.01.06

49 Relocate Roadside Sign, Item 1135.01.07

58 Sawcut Existing Sidewalk & Match Existing Line & Grade

76 Install New Junction Box Type S-45T, Item 1102.4.1.F.1.C

86 Asphalt Repair - Arterial & Collector, Item SSP 08120

89 Gravel Repair, Item SSP 02020 92 Sod Repair, Item SSP 29064

94 Replace Any Disturbed Pavement Markings

Remove Existing Abandoned Storm Drain Pipe, Approximately 10', 201.4.1.C.1

Remove & Reset Concrete Barriers, Coordinate With Owner (Typ)

DocuSign Envelope ID: 605C4DD4-4251-41B1-9ED8-0A1EEF01622A

9/26/2023

PLAN

1" = 20'-0"

ELEVATION

1" = 10'-0"

ELEV. 2692.5

BRG.

ABUT. 1

BRG.

ABUT. 2

38'-03

8" BRG.-TO- BRG.℄ ℄℄

FINISHED GRADE

ELEV. 2692.5

STOCKPILE AND

REPLACE CANAL

SOIL

APPROXIMATE

EXISTING GRADE

(AT STATION LINE)

POINT OF MIN.

VERT. CLR

ELEV.2704.63

LOOSE RIPRAP (D50 = 12")

PLACED OVER TYPE II

RIPRAP / EROSION

CONTROL GEOTEXTILE

APPROX. FINISHED

GRADE.

WINGWALL 4

WINGWALL 2

TOP OF PEDESTRIAN /

BICYCLE RAILING

H.W. ELEV. 2700.70

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TYP.

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LINING SECTION

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Road Closure excavation limits at 2:1 slope

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Cut Limits

UPRR Right of Way

Temporary Encroachment Need

38'-0"

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49'-1 3/4"

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BEGIN APPROACH SLAB

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ELEV. 2708.70

END APPROACH SLAB

BEGIN OF BRIDGE

STA. 13+05.78

ELEV. 2708.52

BRG.ABUT. 1

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ELEV. 2708.47

BRG. ABUT. 2

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ELEV. 2707.78

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END APPROACH SLAB

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ELEV. 2707.56

BEGIN APPROACH SLAB

END BRIDGE

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ELEV. 2707.74

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SITUATION & LAYOUT

Revisions: S I G N A T U R E S

D E T A I L T I T L E

Ada County Highway District 35ofSheetProject Number: 822042Project Name: Allumbaugh St, Franklin Rd to Douglas St

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FLOW CONTROLLED BY RIDENBAUGH CANAL IN 2008, CONFIRMED BY NMID ON 2/15/2022

HW ELEVATION COMFIRMED BY NMID 1/26/2023

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(TYP.)

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CONCRETE

SLEEPER BEAM

CONCRETE

SLEEPER BEAM

CANAL SHOWING CONCRETE

LINING SECTION

CANAL SHOWING RIPRAP

SECTION

DocuSign Envelope ID: 605C4DD4-4251-41B1-9ED8-0A1EEF01622A

9/26/2023

CONTRACTOR'S RIGHT OF ENTRY AGREEMENT

Section 1. NOTICE OF COMMENCEMENT OF WORK - RAILROAD FLAGGING - PRIVATE FLAGGING.

A. Contractor agrees to notify the Railroad Representative at least ten (10) working days in advance of Contractor commencing its Work and at least thirty (30) working days in advance of proposed performance of any Work by Contractor in which any person or equipment will be within twenty-five (25) feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track.

B. No work of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within twenty-five (25) feet of any of Railroad's track(s) at any time, for any reason, unless and until a Railroad approved flagman is provided to watch for trains. Upon receipt of such thirty (30)-day notice, the Railroad Representative will determine and inform Contractor whether a flagman need be present and whether Contractor needs to implement any special protective or safety measures.

C. Contractor shall be permitted to hire a private contractor to perform flagging or other special protective or safety measures (such private contractor being commonly known in the railroad industry as a contractor-in-charge (“CIC”)) in lieu of Railroad providing such services or in concert with Railroad providing such services, subject to prior written approval by Railroad, which approval shall be in Railroad’s sole and absolute discretion. If Railroad agrees to permit Contractor to utilize a CIC pursuant to the preceding sentence, Contractor shall obtain Railroad’s prior approval in writing for each of the following items, as determined in all respects in Railroad’s sole and absolute discretion: (i) the identity of the third-party performing the role of CIC; (ii) the scope of the services to be performed for the project by the approved CIC; and (iii) any other terms and conditions governing such services to be provided by the CIC. If flagging or other special protective or safety measures are performed by an approved CIC, Contractor shall be solely responsible for (and shall timely pay such CIC for) its services. Railroad reserves the right to rescind any approval pursuant to this Section 1, Subsection C., in whole or in part, at any time, as determined in Railroad’s sole and absolute discretion.

D. If any flagging or other special protective or safety measures are performed by employees of

Railroad and/or any contractor of Railroad, Railroad will bill Contractor for such expenses incurred by Railroad, unless Railroad and a federal, state or local governmental entity have agreed that Railroad is to bill such expenses to the federal, state or local governmental entity. If Railroad will be sending the bills to Contractor, Contractor shall pay such bills within thirty (30) days of Contractor's receipt of billing.

E. If any flagging or other special protective or safety measures are performed by Railroad or a CIC, Contractor agrees that Contractor is not relieved of any of its responsibilities or liabilities set forth in this agreement.

F. The provisions set forth in this subsection are only applicable for Flagging Services performed by employees of Railroad: the rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight-hour day for the class of flagmen used during regularly assigned hours and overtime in accordance with labor agreements and schedules in effect at the time the Work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the Work is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between Railroad and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Contractor (or the governmental entity, as applicable) shall pay on the basis of the new rates and charges. If flagging is performed by Railroad, reimbursement to Railroad will be required covering the full eight-hour day during which any flagman is furnished, unless the flagman can be assigned to other Railroad work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the flagman is engaged in other Railroad work. Reimbursement will also be required for any day not actually worked by the flagman following the flagman's assignment to work on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by assignment of such flagman to other work, even though Contractor may not be working during such time. When it becomes necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Contractor must provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a flagman. If five (5) days notice of cessation is not given, Contractor will still be required to pay flagging charges for the five (5) day notice period required by union agreement to be given to the employee, even though flagging is not required for that period.

An additional thirty (30) days notice must then be given to Railroad if flagging services are needed again after such five-day cessation notice has been given to Railroad.

Section 2. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED

A. The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the Railroad to use and maintain its entire property including the right and power of Railroad to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, roadways, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by Railroad without liability to Contractor or to any other party for compensation or damages.

B. The foregoing grant is also subject to all outstanding superior rights (whether recorded or unrecorded and including those in favor of licensees and lessees of Railroad's property, and others) and the right of Railroad to renew and extend the same, and is made without covenant of title or for quiet enjoyment.

Section 3. NO INTERFERENCE WITH OPERATIONS OF RAILROAD AND ITS TENANTS.

A. Contractor shall conduct its operations so as not to interfere with the continuous and uninterrupted use and operation of the railroad tracks and property of Railroad, including without limitation, the operations of Railroad's lessees, licensees or others, unless specifically authorized in advance by the Railroad Representative.

Nothing shall be done or permitted to be done by Contractor at any time that would in any manner impair the safety of such operations. When not in use, Contractor's machinery and materials shall be kept at least twenty-five (25) feet from the centerline of Railroad's nearest track, and there shall be no vehicular crossings of Railroads tracks except at existing open public crossings.

B. Operations of Railroad and work performed by Railroad personnel and delays in the Work to be performed by Contractor caused by such railroad operations and Work are expected by Contractor, and Contractor agrees that Railroad shall have no liability to Contractor, or any other person or entity for any such delays. The Contractor shall coordinate its activities with those of Railroad and third parties so as to avoid interference with railroad operations. The safe operation of Railroad train movements and other activities by Railroad takes precedence over any Work to be performed by Contractor.

Section 4. LIENS.

Contractor shall pay in full all persons who perform labor or provide materials for the Work to be performed by Contractor. Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be created or enforced against any property of Railroad for any such Work performed. Contractor shall indemnify and hold harmless Railroad from and against any and all liens, claims, demands, costs or expenses of whatsoever nature in any way connected with or growing out of such Work done, labor performed, or materials furnished.